Adoption of Law 5164/2024 Transposing the CSRD into Greek Law
Adoption of Law 5164/2024 Transposing the CSRD into Greek Law
December 2024
Irene Kyriakides, Partner, Victoria Mertikopoulou, Partner, and Vassiliki Vlontzou, Associate
Kyriakides Georgopoulos Law Firm
On 12.12.2024, the Directive (EU) 2022/2464 as regards corporate sustainability reporting (“CSRD”) has been transposed into Greek law with Law 5164/2024 (Government Gazette A 202/12.12.2024) [“Law 5164/2024”].
Covered Entities
Entities covered are:
- All large companies as well as SMEs, except micro-undertakings, which are public interest companies;
- Companies, which are parent companies of large groups;
- Non-EU companies with a turnover of more than one hundred and fifty million euros (150.000.000€) in the EU with either: i) a subsidiary established in the EU, which is a public interest company or ii) a branch established in the EU generating a net turnover of more than forty million euros (40.000.000€).
Disclosure Obligations
The information that needs to be disclosed pertains to the principle of “double materiality” (i.e. concerns information that is material both in terms of its implications for the company’s financial value, as well as the company’s impact in society and the environment) and includes – among others
- The company’s business model and strategy;
- The company’s policies in relation to sustainability matters;
- Risks and opportunities related to sustainability matters;
- Due diligence processes with regard to sustainability matters.
Disclosure Deadlines
The application of the CSRD will take place with a phased-in approach, based on the companies’ size.
More specifically, it will start applying:
- For financial years starting on or after 1 January 2024 to:
- Large companies, which are public interest entities exceeding on their balance sheet dates the average number of 500 employees during the financial year;
- Public-interest entities, which are parent companies of a large group exceeding on its balance sheet dates, on a consolidated basis, the average number of 500 employees during the financial year;
- For financial yeast starting on or after 1 January 2025 to:
- Large companies and parent companies of large groups.
- For financial years starting on or after 1 January 2026 to:
- SMEs, which are public interest entities excluding micro-undertaking;
- For financial years starting on or after 1 January 2028 to:
- Companies established in non-EU countries.
Administrative Fines
For companies that fail to comply with the sustainability disclosure requirements provided in the CSRD, Law 5164/2024 provides a fine of one hundred euros (100 €) to one hundred thousand (100.000) euros, which is imposed by the Service of the General Commercial Registry (“Y.G.E.MI.” as per its Greek initials).
Moreover, the Hellenic Accounting and Auditing Standards Oversight Board (“ELTE” as per its Greek initials) may -among others- impose fines of up to one hundred thousand euros (100.000 €) to auditors (natural persons) and up to five hundred thousand euros (500.000 €) to audit firms (legal persons) in case of assurance reports regarding the submission of sustainability reports that do not meet the requirements of Law 5164/2024.
Criminal Sanctions
Criminal Sanctions shall also apply to BoD members that fail to include sustainability information in the annual management reports of companies as well as to auditors or independent assurance service providers that make a false opinion about the content of a sustainability report that fails to comply with the sustainability reporting requirements provided in Law 5164/2024.
December 2024
Irene Kyriakides, Partner, Victoria Mertikopoulou, Partner, and Vassiliki Vlontzou, Associate
Kyriakides Georgopoulos Law Firm
On 12.12.2024, the Directive (EU) 2022/2464 as regards corporate sustainability reporting (“CSRD”) has been transposed into Greek law with Law 5164/2024 (Government Gazette A 202/12.12.2024) [“Law 5164/2024”].
Covered Entities
Entities covered are:
- All large companies as well as SMEs, except micro-undertakings, which are public interest companies;
- Companies, which are parent companies of large groups;
- Non-EU companies with a turnover of more than one hundred and fifty million euros (150.000.000€) in the EU with either: i) a subsidiary established in the EU, which is a public interest company or ii) a branch established in the EU generating a net turnover of more than forty million euros (40.000.000€).
Disclosure Obligations
The information that needs to be disclosed pertains to the principle of “double materiality” (i.e. concerns information that is material both in terms of its implications for the company’s financial value, as well as the company’s impact in society and the environment) and includes – among others
- The company’s business model and strategy;
- The company’s policies in relation to sustainability matters;
- Risks and opportunities related to sustainability matters;
- Due diligence processes with regard to sustainability matters.
Disclosure Deadlines
The application of the CSRD will take place with a phased-in approach, based on the companies’ size.
More specifically, it will start applying:
- For financial years starting on or after 1 January 2024 to:
- Large companies, which are public interest entities exceeding on their balance sheet dates the average number of 500 employees during the financial year;
- Public-interest entities, which are parent companies of a large group exceeding on its balance sheet dates, on a consolidated basis, the average number of 500 employees during the financial year;
- For financial yeast starting on or after 1 January 2025 to:
- Large companies and parent companies of large groups.
- For financial years starting on or after 1 January 2026 to:
- SMEs, which are public interest entities excluding micro-undertaking;
- For financial years starting on or after 1 January 2028 to:
- Companies established in non-EU countries.
Administrative Fines
For companies that fail to comply with the sustainability disclosure requirements provided in the CSRD, Law 5164/2024 provides a fine of one hundred euros (100 €) to one hundred thousand (100.000) euros, which is imposed by the Service of the General Commercial Registry (“Y.G.E.MI.” as per its Greek initials).
Moreover, the Hellenic Accounting and Auditing Standards Oversight Board (“ELTE” as per its Greek initials) may -among others- impose fines of up to one hundred thousand euros (100.000 €) to auditors (natural persons) and up to five hundred thousand euros (500.000 €) to audit firms (legal persons) in case of assurance reports regarding the submission of sustainability reports that do not meet the requirements of Law 5164/2024.
Criminal Sanctions
Criminal Sanctions shall also apply to BoD members that fail to include sustainability information in the annual management reports of companies as well as to auditors or independent assurance service providers that make a false opinion about the content of a sustainability report that fails to comply with the sustainability reporting requirements provided in Law 5164/2024.
