Legislation

CSRD

The Irish government signed the new European Union (Corporate Sustainability Reporting) Regulations 2025 into law to amend the Irish CSRD regime to transpose the ‘stop the clock’ delay of two years and to fix other drafting issues, aligning the Irish CSRD more closely with the current EU law on 7 July 2025.

The key updates are as follows:

• ‘Stop the clock’: Ireland has transposed the ‘stop the clock’ directive into Irish law, delaying the start of the application of the CSRD to most Irish companies by two years. This means that most companies that will come into scope for CSRD reporting will publish their first report in 2028, based on data for their financial year 2027. On the other hand, public interest entities (ie, insurance companies, banks and entities with securities listed on EU-regulated markets) that have 500+ average employees will continue to be in-scope for financial year 2024 onwards. Ireland is one of the first Member States to transpose the ‘stop the clock’ directive, giving businesses the much-needed certainty as to when their first CSRD report will be required.
• Ineligible entities: Under the initial Irish CSRD regulations, Ireland deemed a broad range of Irish financial services companies to be "large" and in-scope for CSRD reporting, irrespective of their size (these companies were referred to in the legislation as ‘ineligible entities’ - see our update here). The new CSRD regulations remedy this by disapplying the deeming provisions ie, those ‘ineligible entities’ will now only come into scope for CSRD if they meet the standard CSRD size thresholds.
• Definition of turnover: One of the thresholds that is used for determining whether a company is in-scope for CSRD is the company's ‘net turnover’. In this context, the initial Irish CSRD regulations used a broad definition of turnover that included, for companies whose ordinary activities included the making or holding of investments, the ‘gross revenue’ derived from such activities. This broad definition created considerable uncertainty for many companies in financial services and, in particular, the asset management sector. The new CSRD regulations delete this reference to ‘gross revenue from making or holding investments’ ie, for Irish-CSRD purposes, turnover now means only "amounts of revenue derived from the provision of goods and services falling within the company's ordinary activities, after deduction of: (a) trade discounts, (b) value-added tax, and (c) any other taxes based on the amounts so derived".
• Irish companies that are subsidiaries of EU companies: Each company that is in-scope for reporting under the CSRD is required to either (i) prepare its own report or (ii) claim an exemption based on the fact that its sustainability information is included in the report prepared by a parent company. There was considerable uncertainty, based on how the initial Irish regulations had been phrased, as to whether an Irish subsidiary could claim the subsidiary exemption by virtue of having its sustainability information included in the consolidated report of an EU parent company. This uncertainty arose because the Irish law provided that the group consolidated report of an EU parent company must be prepared under Irish company law for an Irish subsidiary to claim the exemption (which an EU parent company would not do, as it is not an Irish company subject to Irish company law). This issue has now been rectified, and an Irish subsidiary can claim an exemption where its information is included in the report of a parent that is drawn up under Irish company law or the applicable laws of another EU/EEA Member State.
• Ultimate parent company reporting: The CSRD can apply to non-EEA companies in certain circumstances. In particular, a CSRD report can be required to be prepared for non-EEA ultimate parent companies for financial year 2028 onwards if certain turnover thresholds are met. The initial Irish CSRD regulations were drafted in a way that suggested that all non-EEA parent companies of certain Irish companies had to prepare a report, and not just the ‘ultimate’ parent company. This has now been remedied, and a specific definition of ultimate parent company has been introduced into the Irish CSRD regulations.

To read more on the new Irish regulations and an overview of the latest developments at EU level regarding the CSRD, you can access the memo written by Corporate Partner Susanne McMenamin and senior associate Michael Sinnott here.

Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024

On 12 November 2024, the President of Ireland signed the new Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 into law. This was shortly followed by the Commencement Order on 3 December 2024. Out of the 90 sections of the Act, more than 60 came into effect.

On 16 July 2025, The Minister for Enterprise, Trade and Employment, Peter Burke TD, announced the commencement of Section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024. This provides for change to the previous audit exemption regime.

Section 22 replaces section 363 of the Companies Act 2014 (whereby a company loses its audit exemption on the first occasion of its failure to deliver an annual return) with an updated regime as below:

• it provides that a company that qualifies as a small company will not be entitled to an audit exemption for the following two years where it fails to deliver its annual return and has previously failed to file an annual return in any of the previous five financial years.
• further the section provides that a company’s first annual return or previous failure to file an annual return before the commencement of the provision (as the company has already lost its audit exemption) shall not be considered a previous failure.

We will continue to monitor the remaining provisions of the 2024 Act, which are expected to be commenced later in 2025. For further details on sections previously commenced, you can find them here in our Matheson Insight.