Spain
European Union
Sustainability information: what to do considering the lack of CSRD transposition and the Omnibus I reform?
Against a backdrop of regulatory uncertainty, marked by (a) the delay in transposing Directive 2022/2464/EU ("CSRD") and (b) the far-reaching review of sustainability reporting and due diligence rules under way in the European Union —"Omnibus I"—, the Spanish Securities Market Commission (CNMV) and the Spanish Accounting and Auditing Institute (ICAC) published a new Notice on 19 November 2025.
In our Legal Flash, we summarise the key points of the CNMV–ICAC Notice and recap the Omnibus I developments on reporting to clarify the context for certain recommendations.
CNMV and ICAC recommendations
- Phase 1 companies: large public-interest entities with more than 500 employees
The recommendation is that, “to the extent they are in a position to do so,” they should publish their 2025 sustainability information with reference to the European Sustainability Reporting Standards (ESRS), applying the flexibilities introduced by the Quick Fix Regulation, while continuing to comply with the requirements of Law 11/2018 and Royal Decree 214/2025.
- Phase 2 companies: other large undertakings which, for two consecutive financial years, meet two of the following thresholds: (a) more than 250 employees; (b) net annual turnover of €50 million; or (c) total assets of €25 million.
The recommendation is to assess the suitability of applying the ESRS—reflecting the Quick Fix Regulation adjustments—or, where appropriate, the Voluntary Standard for Listed and Non-listed SMEs (VSME). For further detail, see: Legal Flash | Voluntary sustainability reporting standard for SMEs.
- Verifying information
ICAC and CNMV maintain their 2024 recommendation. For assurance engagements, consideration should be given to: (a) ICAC’s technical assurance standard published in December 2024 (pending approval); (b) COESA’s guidelines of 30 September 2024; and (c) international standard ISSA 5000.
Omnibus I recap
- Deferral of obligations: in April 2025, the Stop-the-Clock Directive was adopted, delaying the application of the CSRD by two years for Phase 2 and Phase 3 companies.
- Flexibility in obligations: on 11 November 2025, the Quick Fix Regulation was published, easing the reporting obligations for Phase 1 companies and allowing a more gradual application of the first set of ESRS.
- Simplification:
- Environmental taxonomy: on 4 July, the Commission adopted a Delegated Act simplifying and reducing the cost of environmental taxonomy disclosures. Parliament and Council then have four months—extendable by two months—to scrutinise the text, which will apply directly from 1 January 2026 (in respect of the 2025 financial year).
- ESRS reform: EFRAG is expected to deliver technical advice on simplifying the ESRS by 30 November.
- Substantive CSRD reform: the Council and Parliament adopted their negotiating positions on the CSRD amendment proposal on 23 June and 13 November respectively.
On 18 November, trilogue negotiations (Commission–Council–Parliament) began with a view to reaching an informal agreement. Once agreed, the act will require formal approval by the Council and Parliament prior to publication in the Official Journal of the European Union (OJEU). The intention is for this to occur in 2025.
For further information, please contact our specialists via the Knowledge and Innovation Area.