Accounting Directive — Directive 2013/34/EU (normative host of the CSRD)
Directive 2013/34/EU, of 26 Jun 2013, on annual and consolidated financial statements. The normative host where the CSRD and the 2026 Omnibus insert Arts. 19a, 29a and 40a on sustainability.
Context
The Accounting Directive is the European Union's basic body of law on the annual and consolidated financial statements of limited liability undertakings. It defines the company categories (micro, small, medium, large) by cumulative thresholds in its Art. 3 and constitutes the host where the CSRD inserts its sustainability reporting regime.
Regulatory origin
Directive 2013/34/EU of the European Parliament and of the Council, of 26 June 2013, published in OJEU L 182 on 29 June 2013, page 19. Canonical ELI `http://data.europa.eu/eli/dir/2013/34/oj`. It repeals Directives 78/660/EEC (Fourth Directive) and 83/349/EEC (Seventh Directive) and amends Directive 2006/43/EC on statutory audit.
Company categories under Art. 3
| Category | Balance sheet total | Net turnover | Average headcount |
|---|---|---|---|
| Micro-enterprise (Art. 3.1) | EUR 350,000 | EUR 700,000 | 10 |
| Small company (Art. 3.2) | EUR 4,000,000 | EUR 8,000,000 | 50 |
| Medium-sized company (Art. 3.3) | EUR 20,000,000 | EUR 40,000,000 | 250 |
| Large company (Art. 3.4) | Exceeds 2 of 3 medium thresholds | — | — |
Insertion of the sustainability regime
The CSRD also inserted Arts. 40a-40d on third-country undertakings with significant economic presence in the Union.
The 2026 Omnibus (Directive (EU) 2026/470) reformulates the amended Arts. 19a, 29a and 40a applying the DOUBLE AND CUMULATIVE threshold (>1,000 employees AND >EUR 450,000,000).
Delegated Regulation (EU) 2023/2772 develops ESRS Set 1 under the new Art. 29b inserted by the CSRD.
Timeline
Accounting Directive adopted
Directive 2013/34/EU published in OJEU L 182 of 29.6.2013.
CSRD amends the Accounting Directive
Directive (EU) 2022/2464 inserts Arts. 19a, 29a and 29b on sustainability.
ESRS Set 1
Delegated Regulation (EU) 2023/2772 develops the inserted Art. 29b.
Omnibus 2026 recalibrates Arts. 19a / 29a / 40a
Directive (EU) 2026/470 introduces the DOUBLE AND CUMULATIVE threshold.
Applied case
A family-owned textile brand validates its category under Art. 3 of the Accounting Directive to decide which reporting obligations apply to it.
Company data: balance sheet total EUR 22,000,000 · net turnover EUR 60,000,000 · average headcount 280 people.
Application of Art. 3.4: it exceeds the three medium thresholds (balance >20M, turnover >40M, headcount >250) so it classifies as a large company.
Before the 2026 Omnibus: as a large company it entered CSRD wave 2 (Art. 19a inserted by the CSRD).
After the 2026 Omnibus (Dir. EU 2026/470): the DOUBLE AND CUMULATIVE threshold of the amended Art. 19a applies (recital 7 Omnibus): >1,000 employees AND >EUR 450,000,000. The company does not meet it simultaneously, so it falls OUTSIDE the mandatory CSRD scope for financial years from 1 Jan 2027.
Conclusion: it remains a "large company" for general accounting purposes (Art. 3.4 Accounting Directive) but is NOT bound by the CSRD post-Omnibus.
Common mistakes
Being a large company for accounting purposes is NOT equivalent to being a company bound by the CSRD post-Omnibus.
A large company is defined in Art. 3.4 of the Accounting Directive by exceeding at least two of the three medium thresholds (>20M balance sheet, >40M net turnover, >250 employees). A company bound by the CSRD post-Omnibus is defined in the amended Art. 19a by simultaneously exceeding >1,000 employees AND >EUR 450,000,000 (recital 7 Omnibus). They are two independent classifications.
The Accounting Directive is a directive, not a regulation: it requires national transposition.
Unlike Delegated Regulation (EU) 2023/2772 which adopts ESRS Set 1 as directly applicable, the Accounting Directive is transposed into national law. In Spain the historical transposition is given effect in the Commercial Code, in the General Accounting Plan and in the Capital Companies Act. The transposition of the CSRD amended these same bodies of law.
Arts. 19a, 29a and 40a are NOT in the original Accounting Directive: the CSRD inserted them.
The original Accounting Directive 2013/34/EU contained Arts. 19 (individual management report) and 29 (consolidated management report) on limited non-financial information. The CSRD (Directive (EU) 2022/2464) inserted Arts. 19a, 19b, 29a, 29b, 29c and 40a to 40d on the structured sustainability regime. The 2026 Omnibus amends these inserted articles, it does not replace the entire Accounting Directive.
The thresholds of Art. 3 of the Accounting Directive are NOT the CSRD thresholds post-Omnibus.
Art. 3 continues with the original thresholds (350K/700K/10 for micro, 4M/8M/50 for small, 20M/40M/250 for medium). The 2026 Omnibus introduces a parallel CSRD-specific threshold in the amended Arts. 19a, 29a and 40a (>1,000 employees AND >EUR 450,000,000). Two classification systems coexist: the general accounting one and the CSRD-specific one.
Frequently asked questions
What is the Accounting Directive?
Directive 2013/34/EU of the European Parliament and of the Council, of 26 June 2013, on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings. It is the basic body of law that defines the company categories (micro, small, medium, large) in its Art. 3 and constitutes the host where the CSRD inserts its sustainability regime.
What are the company categories under the Accounting Directive?
Art. 3: micro-enterprise (does not exceed 2 of 3 thresholds: EUR 350,000 balance sheet, EUR 700,000 net turnover, 10 employees), small (4,000,000 / 8,000,000 / 50), medium (20,000,000 / 40,000,000 / 250) and large company (exceeds at least 2 of the 3 medium thresholds). The classification applies if it is maintained over two consecutive financial years (Art. 3.10).
Why did the CSRD amend the Accounting Directive?
To insert the structured sustainability reporting regime into the same body of law that governs financial statements. The CSRD (Directive (EU) 2022/2464) inserted Arts. 19a, 19b, 29a, 29b, 29c and 40a to 40d into the Accounting Directive, integrating the Sustainability Statement into the management report.
What did the 2026 Omnibus change about the Accounting Directive?
Directive (EU) 2026/470 amends Arts. 19a, 29a and 40a inserted by the CSRD applying the DOUBLE AND CUMULATIVE threshold of >1,000 employees AND >EUR 450,000,000 (recital 7). It also raises the Art. 40a threshold for third-country undertakings from EUR 150,000,000 to EUR 450,000,000 (recital 26).
Is a small textile company bound by the Accounting Directive?
If it is within the personal scope of Art. 1 (limited liability companies listed in Annexes I and II), it has financial statement and management report obligations proportionate to its category under Art. 3. The CSRD/Omnibus operates via a separate route that only affects companies exceeding the DOUBLE AND CUMULATIVE threshold.
Fuentes oficiales
- European Parliament and Council · OJEU L 182, 29 Jun 2013, p. 1926 jun 2013Directive — legislation in force (amended)
- European Parliament and Council · OJEU L 322, 16 Dec 202214 dic 2022Amending directive
- European Parliament and Council · OJEU Series L, 26 Feb 202624 feb 2026Recent amending directive
