A parent may perform the obligations of Articles 7 to 16 on behalf of its in-scope subsidiaries where that achieves effective compliance, without removing the subsidiaries' exposure to supervisory powers or civil liability.
The requirement, in our words
A parent company within scope may carry out the obligations of the duties in Articles 7 to 16 for in-scope subsidiaries where that achieves effective compliance; the subsidiaries remain subject to supervisory powers and civil liability. The subsidiary's own part includes, where relevant, seeking contractual assurances from direct and indirect business partners and suspending relationships under the revised last-resort rules. The former condition linked to the transition plan paragraph is deleted.
Why it matters
The provision allows a group operating model without erasing subsidiary responsibility. It is useful to a parent that already runs a group due diligence programme, but it needs a written allocation of duties and evidence that the arrangement is effective. The subsidiary remains liable, so the parent cannot treat the arrangement as a transfer of risk.
What changed
The old Article 6(1) allowed a parent to fulfil the obligations for subsidiaries but did not state the supervisory and liability carve-out in the same way. The replacement makes both points explicit.
What to do
- Write a group due diligence policy that states which obligations the parent performs for each subsidiary.
- Keep subsidiary-level records of contractual assurances and suspension decisions.
- Check that the arrangement is effective, not only documented.
Evidence to have ready
| Category | Artefact |
|---|---|
| Group due diligence | Group due diligence policy stating which obligations the parent performs for each in-scope subsidiary |
| Group due diligence | Subsidiary-level records of contractual assurances obtained and suspension decisions |
| Group due diligence | Board minutes of subsidiaries acknowledging the group arrangement |
Common failures
- Group arrangement undocumented, so a subsidiary cannot show how its duties were met
- Subsidiaries assume the parent covers contractual assurances that only they can obtain
Dates
Transposition by 26 July 2028; application from 26 July 2029.
The question to test
Is there a written allocation of duties, and does the subsidiary still keep its own records?
Cross-references
A4-3 Holding company designation · A4-7 Scoping and in-depth assessment
Source
Article 4(5)(a), replacing Article 6(1) of Directive (EU) 2024/1760; OJ L 2026/470, 26 February 2026; https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32026L0470. Our statement of the duty, read from the Official Journal text and the held control record, not the instrument verbatim.
Not legal advice; does not certify. A reading of the duty and the evidence commonly sampled, not a substitute for the Official Journal text, the national transposing measure or your auditor's judgement.