Public Companies
As of January 1, 2025, companies categorized as “large” according to §§ 267, 293 of the German Commercial Code (HGB) and operating as limited liability entities will be subject to the CSRD reporting obligations.
The scope of the CSRD also includes companies that are required to prepare their financial statements as if they were large corporations, regardless of the size criteria outlined in §§ 267, 293 HGB.
This applies to companies whose articles of association contain provisions such as the following:
“[…] The annual financial statements and management report shall be prepared and audited in accordance with the provisions of the Third Book of the German Commercial Code applicable to large corporations […]”.
For public companies structured as private entities, relevant laws (e.g., the Federal Budget Code, state budget regulations, municipal codes, or municipal constitution acts) often require annual financial statements and management reports to be prepared and audited according to the rules for large corporations as a prerequisite for public-sector participation.
However, due to diverse state-specific legal requirements, ambiguities may arise in this area. Whether sustainability reporting in accordance with the CSRD is mandatory in each case must be examined individually.
Public-law organizational forms, such as state enterprises, municipal enterprises, associations of municipalities, public-law institutions, universities, and other public corporations or foundations (public or otherwise), are generally required to prepare their financial statements in accordance with the provisions for large corporations.
In summary, a large number of public-sector companies will be subject to extensive reporting obligations as part of mandatory sustainability reporting under the CSRD in their management reports, and potentially the EU Taxonomy Regulation, for fiscal years beginning on or after January 1, 2025.