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This section refers to the transposition deadline for Member States which was originally set as 29 July 2026. Following the entry into application of the amendments adopted under Directive (EU) 2026/470, Member States have until 29 July 2028 to adopt transposing measures and the majority of the provisions will enter into application in July 2029, two years later than envisaged. The exception is the reporting requirements established under Article 16 which will apply to financial years starting on or after 1 January 2030. It should also be noted that CS3D has been amended by Directives because it is a Directive. This is a further function of the typology of legal act that was selected to establish these requirements in Union law. 

Article 4 CS3D, which identifies the provisions subject to maximum harmonisation was also amended by Directive (EU) 2026/470 meaning that additional requirements cannot be made subject to more stringent requirements under national law. This includes:

• Article 6 (due diligence at group level)
• Articles 8 and 9 (risk identification and prioritisation)
• Article 10 (1) to (5) (prevention)
• Article 11(1) to (6) (bringing adverse impacts to an end)
• Articles 14 to 16 (notification and complaint mechanisms, monitoring, communicating)

This section refers to the differences in terminology between the Corporate Sustainability Reporting Directive (CSRD) and the CS3D. One aim of the modifications to the CS3D was to further define the interaction between these instruments. The CSRD was also significantly modified as part of the Commission’s omnibus simplification. 

This section identifies a number of other core definitions used in the CS3D. One of the terms that was modified by the amending Directive is “stakeholder”. The definition of stakeholders no longer explicitly includes national human rights and environmental institutions. This provision is not subject to maximum harmonisation and therefore, Member States may adopt different definitions which could have implications for the substantive provisions addressing stakeholder engagement.

The definition of ‘risk factors’ in Article 3 was also modified. 

This section describes the scope of application of the CS3D. This was modified by Directive (EU) 2026/470. 

Personal scope

The thresholds have been raised meaning that even fewer companies fall within the scope of application of the CS3D. Article 2 has been replaced with a revised provision. The thresholds were also increased for companies that had entered in to franchising or licensing agreements. The estimates for the number of companies falling within scope have also been revised in light of these changes.

For EU established companies, the only companies within the scope of the CS3D are those that meet one of the conditions in Art 2 (1) as amended:

• the company had more than 1 000 employees on average and had a net worldwide turnover of more than EUR 450 000 000 in the last financial year for which annual financial statements have been or should have been adopted; or
• The company is the ultimate parent company of a group that reached those thresholds in the last financial year for which consolidated annual financial statements have been or should have been adopted; or
• the company entered into or is the ultimate parent company of a group that entered into franchising or licensing agreements in the Union in return for royalties with independent third-party companies, where those agreements ensure a common identity, a common business concept and the application of uniform business methods, and where those royalties amounted to more than EUR 22 500 000 in the last financial year for which annual financial statements have been or should have been adopted, and provided that the company had or is the ultimate parent company of a group that had a net worldwide turnover of more than EUR 80 000 000 in the last financial year for which annual financial statements have been or should have been adopted.

Although certain third countries have objected vocally to the rules, non-EU established companies with at least EUR 1.5 billion turnover (net) in EU, including on a consolidated basis for ultimate parent companies of groups are subject to the requirements of the CS3D. 

Material scope 

The notion of a “chain of activities” remains central to the scope of the due diligence obligations. However, the CS3D has been amended in ways which modify how companies should give effect to that obligation. First, there are new requirements designed to attenuate the risks of the reporting burden being passed along to SMEs along the chain. Certain non-standardised data can no longer be requested from slammer enterprises in the chain. 

This section describes the scope of the due diligence obligations and the meaning of a ‘chain of activities’ as well as the measures integrated in the CS3D to facilitate implementation for SMEs (section 4.5.1.2). 

The type of information that can be requested from companies outside the threshold for the scope of application of the Directive has been narrowed by the amendments. This is presented as a means to reduce the burden on SMEs but the new requirements apply to all companies along the chain which are below the threshold to be subject to the CS3D (i.e. not just an SME as defined under EU law). 

The obligations under Article 8 CS3D have also been modified. Companies must carry out a scoping exercise to identify general areas across the company’s own operations and those of its subsidiaries and business partners where adverse impacts are most likely to occur and to be most severe. When conducting the scoping exercise, companies are not required to systematically identify adverse impacts at entity level and should rely solely on information that is reasonably available to them, which “will as a general rule preclude requesting information from business partners.” Nevertheless, the recitals to the amending directive make clear that companies have “flexibility in judging what information is reasonably available to them”.

An in-depth assessment should be carried out on the basis of that scoping exercise. 

To limit the trickle-down effect on other companies, including small and medium-sized undertakings and small mid-cap companies, when it comes to the in-depth assessment of business partners, companies should only request information from business partners where that information is necessary. In the case of business partners with fewer than 5 000 employees, companies should request information only where the information cannot reasonably be obtained by other means such as from information they have or other sources.

The Commission is due to publish additional guidance and model contractual clauses to assist companies in implementing the due diligence obligations. The main guidelines are due by 26 July 2027 and additional ones by 26 July 2028. 

This section describes the obligations concerning climate transition plans set down in Art 22 CS3D. These obligations have been removed and there is no longer a binding legal requirement on companies in scope to establish such plans in the CS3D. The explanation for this modification is found in recital (47) of the amending Directive which provides: “The provisions of Directive (EU) 2024/1760 on the transition plan for climate change have been deemed to be disproportionate, particularly due to the administrative burden on companies and supervisory authorities, and could lead to legal uncertainty. It is necessary to repeal those provisions in order to streamline obligations and support a more targeted and efficient implementation of that Directive.”

However, where companies have such plans, under the CSRD they are required to disclose them. 

Although many companies had criticised Art 22 as creating insufficiently precise obligations, the breach of which could expose them to legal risk, the removal of a horizontally applicable rule will not necessarily mean that they are abandoned altogether. According to the International Renewable Energy Agency, companies active across a range of sectors continue to devise and implement climate transition plans. 

On 25 June 2026, the 34th Civil Chamber of the Tribunal judiciaire of Paris gave judgment in Sud – PTT & Notre Affaire a tous v TotalEnergies. In those national proceedings, the claimants alleged that TotalEnergies’ vigilance plan failed to adequately identify and address climate-related risks arising from its activities, including greenhouse gas emissions resulting from the use of the oil and gas products it sells. TotalEnergies contested the claims inter alia on the basis that climate change is a global and multifactorial phenomenon that falls outside the scope of the obligations under the droit de vigilance. TotalEnergies relied on the changes to the CS3D (i.e. the removal of the obligation to prepare climate transition plans) to support its argument on the scope of its obligations under that national law. 

The Tribunal held that TotalEnergies’ vigilance plan was incomplete because it included Scope 1 and 2 emissions in its risk mapping but excluded Scope 3 emissions. The court found that Scope 3 emissions form part of the climate-related risks and impacts arising from the group’s activities and therefore must be addressed in the vigilance plan. TotalEnergies was ordered to revise its vigilance plan. In reaching this conclusion, the Tribunal expressly considered inter alia the objectives of the CS3D, noting that they included the fight against climate change. The Tribunal expressly noted that the climate objectives of the CS3D are not affected by the ‘omnibus directive’, as the structure of the CS3D has not been altered and its objective – which is to ensure the transition of businesses towards a sustainable economy by reconciling economic development with environmental protection – has remained unchanged.

This section describes the transposition obligation on the Member States. Following the adoption of Directive (EU) 2026/470, Member States have until July 2028 to adopt transposing measures and the majority of the provisions will enter into application in July 2029, two years later than envisaged. The exception is the reporting requirements established under Article 16 which will apply to financial years starting on or after 1 January 2030.

This also implies that the same deadlines will apply to all companies in scope.

This section describes the private enforcement and civil liability mechanism established under the CS3D as originally adopted. This mechanism has been significantly modified by Directive (EU) 2026/470. 

Article 29(1) of the CS3D as adopted laid down harmonised conditions for a dedicated EU-wide civil liability regime. This provision has been removed although other rights - including the right to compensation - have been preserved. Member States no have, however, discretion to determine how civil liability for alleged breaches of the CS3D obligations should operate within their respective national legal systems. 

This section also describes how Article 29(7) required Member States to ensure that the CS3D’s civil liability rules would be of overriding mandatory application in cases where the law otherwise applicable to claims was not the national law of a Member State. This provision has been deleted. 

Recital 49 of the amending Directive clarifies that this deletion does not prevent Member States from designating national provisions transposing the CS3D as overriding mandatory provisions, within the meaning of the Rome II Regulation, in cases where the law otherwise applicable to claims is not that of a Member State. In other words, this remains an option rather than an obligation.

On 12 March 2026, the 34th Civil Chamber of the Tribunal judiciaire of Paris handed down its judgment in Sherpa & Others v Yves Rocher, an early example of proceedings expressly considering the implications of the CS3D as amended on the interpretation of national law. Two NGOs, a Turkish labour Union and 34 workers had brought claims against Yves Rocher alleging that the company had breached its obligations under the French droit de vigilance to protect the rights of freedom of association and other core labour rights of workers in a Turkish subsidiary. One issue before the Tribunal concerned the applicable law. Yves Rocher argued before the Court that the changes to the CS3D introduced by the amending legislation indicated that the droit de vigilance should not be treated as having overriding mandatory application within the meaning of the Rome II Regulation. The Tribunal ruled that the French droit de vigilance applies whenever a breach is committed by a French parent company regardless of where the damage occurs. Consequently, Yves Rocher could not rely on the local law of its Turkish subsidiary as a basis to avoid liability. The Tribunal disagreed that the removal of Art 29 (7) from the CS3D prevented an interpretation of national law such that it could overriding mandatory effect. On the merits, the Tribunal upheld the claim that Yves Rocher ought to have been aware of the risks of serious violations of workers’ rights within its Turkish subsidiary and was at fault in excluding it from its vigilance plan.

Under the CS3D as amended there is a maximum limit on the pecuniary fine that a company may be required to pay for a violation of its obligations. This has been set at 3% of the company's net worldwide turnover, for the most serious violations.

This section describes the interaction between the CS3D and the CSRD. The CSRD has also been amended as part of the ‘sustainability simplification’ package.

One difference that remains is the thresholds determining which companies fall within the scope of the rules. The CSRD applies to companies that have 1000 or more employees and 450 million in net turnover, or that are listed.