Further planned HGB amendments in the new draft bill for the CSRD Implementation Act

On July 10, 2025, the Federal Ministry of Justice and Consumer Protection published a new draft bill on the implementation of the Corporate Sustainability Reporting Directive (CSRD) (draft law on the implementation of Directive (EU) 2022/2464 with regard to corporate sustainability reporting as amended by Directive (EU) 2025/794) (we reported on this in EAN 29/2025).

The planned amendments to the German Commercial Code (HGB) mainly focus on the new regulation of sustainability reporting and its audit.

In addition, further specific changes are planned, some of which are related to sustainability reporting. These amendments correspond to the government draft of the CSRD Implementation Act of July 2024. The following points are particularly noteworthy:

• Signature/form: In future, the annual financial statements must be signed (also in electronic form) when they are prepared (Section 245 HGB-E).
• Exempting consolidated financial statements and group management reports: The exemption from preparing consolidated financial statements and the general section of the group management report is separated from the exemption of the group sustainability report (Section 291 f. HGB-E).
• Non-financial performance indicators: Companies and groups that were previously obliged to report on non-financial performance indicators in the management report will no longer have to do so in the general section of the (group) management report if they prepare a legally compliant (group) sustainability report (Sections 289, 315 HGB-E).
• Intangible resources: Companies and groups that are obliged to report on sustainability must in future report on their most important intangible resources in the general section of the (group) management report (Sections 289, 315 HGB-E).
• Diversity concept: Companies and groups that are required to describe their diversity concept in the (group) corporate governance statement may in future move this information to the sustainability report (Section 289f HGB-E, possibly in conjunction with Section 315d HGB).
• Assurances by the legal representatives: In addition to new locations in the law and clarifications, the (group) management report oath will be expanded to include an assurance with regard to the (group) sustainability report (Sections 289h, 315f HGB-E).

The regulations on the signing of the financial statements and the assurance of the legal representatives are to come into force on the day after the promulgation of the CSRD Implementation Act. The initial application of the other new regulations will be staggered in line with the initial application of sustainability reporting.

The draft bill of the Implementation Act is available here.