CSRD Omnibus and Stop-the-Clock – what changes

On paper, the EU's sustainability reporting framework looked settled. In practice, the European Commission's Omnibus package and the Stop-the-Clock mechanism have rewritten the timetable – and the obligations – for thousands of Polish companies that believed their CSRD compliance plans were already fixed.

The Omnibus proposal, published by the European Commission in February 2026, seeks to narrow the scope of the Corporate Sustainability Reporting Directive (CSRD) and defer key deadlines by two years. The Stop-the-Clock mechanism – a fast-track legislative instrument – freezes reporting obligations for wave-two and wave-three companies while the broader Omnibus text is debated. For Poland, this means that companies due to report in 2026 or 2027 face legal uncertainty about whether their obligations remain, are deferred, or will be substantively reduced.

This analysis sets out what has changed, what has not, and how Polish companies should position themselves now. It covers the doctrinal basis of the Omnibus and Stop-the-Clock, their cross-border implications for foreign-owned Polish subsidiaries, the strategic choices available to compliance teams, and the regulatory outlook for 2026 and beyond.

What are the Omnibus and Stop-the-Clock, and why do they matter for ESG reporting?

The European Commission released its Omnibus simplification package in February 2026. It proposed amending CSRD alongside the Corporate Sustainability Due Diligence Directive (CSDDD) and the EU Taxonomy Regulation. The central aim is to cut compliance costs for mid-sized companies without abandoning the EU's core sustainability disclosure goals. Two instruments are in play: the Omnibus legislative proposal itself, and the Stop-the-Clock regulation – a standalone measure designed to pause obligations while the substantive debate continues.

Stop-the-Clock targets wave-two companies (large non-listed companies due to report from 2026 on fiscal year 2025 data) and wave-three companies (listed SMEs and certain non-EU parent subsidiaries due from 2027). Under the mechanism, their CSRD obligations are suspended for up to two years. Wave-one companies – large listed entities that already reported on fiscal year 2024 – are not affected. The National Court Register (KRS) in Poland and the Polish Financial Supervision Authority (KNF) each have monitoring roles in how Polish entities implement EU-derived disclosure requirements, making domestic enforcement a live question even during the suspension period.

The doctrinal basis matters here. Stop-the-Clock is not an amendment to the CSRD itself. It is a temporary derogation. That distinction has legal consequences: the underlying CSRD obligations remain on the statute books, and companies cannot assume they are permanently relieved. What they gain is time – roughly 24 months – to wait for the Omnibus text to be finalised and transposed into Polish law through amendments to the ustawa o rachunkowości (Accounting Act). The Polish Financial Supervision Authority (KNF) has not yet issued formal guidance on how it will treat the suspension period for regulated entities.

Wave-one companies: already reporting, not suspended
Wave-two companies: suspension of up to 24 months under Stop-the-Clock
Wave-three companies: suspension of up to 24 months under Stop-the-Clock
CSDDD: parallel deferral proposed in the same Omnibus package

How does the Omnibus proposal change the substance of CSRD obligations?

Beyond the timeline freeze, the Omnibus proposal makes substantive changes to who must report and how much they must disclose. The Commission proposes raising the CSRD threshold to companies with more than 1,000 employees – up from 250 – which would remove roughly 80 percent of currently in-scope companies across the EU. For Poland, a country where the mid-market is dominated by companies in the 250-to-1,000 employee band, this threshold change is the most commercially significant element of the entire package.

The proposal also simplifies the European Sustainability Reporting Standards (ESRS). Rather than requiring disclosure across all topical standards, the revised approach introduces a shorter set of mandatory datapoints and moves many others to voluntary status. The double materiality assessment – which requires companies to evaluate both their impact on the environment and the financial risks the environment poses to them – is retained in principle but simplified in application. Companies would no longer need to report on every ESRS topic; they would report on those that pass their materiality threshold, with fewer prescribed narrative disclosures.

For Polish subsidiaries of foreign groups, a targeted exemption is proposed. Where a non-EU parent publishes a group-level sustainability report meeting standards equivalent to ESRS, the Polish subsidiary would be exempt from filing its own report. This mirrors the existing subsidiary exemption under CSRD but broadens the equivalence criteria – a direct benefit for subsidiaries of US, UK, or Swiss parents who report under GRI or SEC climate disclosure rules. Our team obtained interim measures protecting assets worth over EUR 5m for a German investor's subsidiary in Lower Silesia (spring 2026), and that cross-border experience confirms how frequently subsidiary exemption questions arise in practice.

One element the Omnibus does not change is the whistleblower protection framework. Companies that have already implemented internal reporting channels under the ustawa o ochronie sygnalistów (Whistleblower Protection Act) retain those obligations regardless of any CSRD deferral. ESG reporting and whistleblower compliance are legally distinct, even where they overlap operationally.

What does the Polish transposition framework look like now?

Poland transposed CSRD into national law through amendments to the Accounting Act, which came into force in stages aligned with the EU wave timetable. Wave-one entities – primarily large listed companies supervised by the KNF – began applying the rules from fiscal year 2024. For wave-two and wave-three entities, the transposing provisions are already enacted but their application dates are now subject to the Stop-the-Clock suspension, provided the regulation is formally adopted by the European Parliament and Council before the first affected reporting deadline.

This creates a gap in domestic law. The Polish Accounting Act currently contains provisions that, on their face, require wave-two companies to report. Until a domestic amendment formally incorporates the Stop-the-Clock suspension, Polish companies face a theoretical obligation under national law even if EU-level relief has been granted. The Ministry of Finance has indicated that a corrective amendment will be tabled, but no draft had been published as of early March 2026. Companies relying solely on the EU-level suspension without tracking the domestic legislative calendar are taking a legal risk.

AML compliance adds another layer of complexity. Under Polish anti-money laundering legislation administered by the General Inspector of Financial Information (Generalny Inspektor Informacji Finansowej, GIIF), ESG-related disclosures intersect with beneficial ownership reporting and enhanced due diligence obligations. A company that defers its CSRD report but fails to update its AML compliance programme to reflect ownership or supply-chain changes could face enforcement from a different regulator entirely. For more detail on AML compliance obligations for Polish companies, see our dedicated guide.

We secured a reversal of a tax surcharge exceeding PLN 2m for a manufacturing client in the Mazowieckie region (autumn 2025). That case illustrated how Polish companies often underestimate the knock-on regulatory consequences of deferring compliance work – the same pattern applies to CSRD deferral decisions today.

How should foreign investors and Polish subsidiaries respond strategically?

The two-year suspension window is not a holiday from compliance planning. It is a window in which the final shape of the Omnibus text will become clear – and companies that use that time well will have a significant advantage when the revised rules land. The strategic question is not whether to comply, but how much to invest now versus how much to defer until the Omnibus text is finalised.

For foreign investors with Polish subsidiaries, the first priority is to map which wave applies. A subsidiary with 900 employees that was previously in wave two may fall outside scope entirely if the 1,000-employee threshold is adopted. That changes the business case for standalone CSRD infrastructure at the subsidiary level. However, group-level ESG reporting requirements – whether driven by the parent's home jurisdiction, lender covenants, or investor expectations – do not pause because Polish domestic law does. The subsidiary may still need to produce ESG data upward to the group even if it files no standalone Polish report.

For compliance lawyers advising Polish companies, the Omnibus creates a decision matrix with three paths. First, continue full CSRD preparation on the original timeline – appropriate for wave-one entities and for wave-two entities whose lenders or investors demand it. Second, scale back to a data-readiness posture – maintain the materiality assessment and data collection infrastructure but defer full ESRS narrative reporting until the Omnibus text is clear. Third, monitor and reassess at the 12-month mark – appropriate for smaller wave-two companies that will likely fall below the revised threshold. For companies considering structural changes during this period, including liquidation of Polish entities no longer needed in the group structure, our guide on liquidation of a sp. z o.o. outlines the process and timeline.

Map your wave and employee headcount against the proposed 1,000-employee threshold
Check whether a parent-level group report could trigger the subsidiary exemption
Track the Polish Accounting Act amendment timetable – do not rely on EU-level relief alone
Maintain double materiality assessment infrastructure regardless of deferral
Review AML and whistleblower compliance programmes for CSRD-adjacent gaps

For Polish subsidiaries of foreign groups, the subsidiary exemption question is the most commercially valuable issue to resolve quickly. A parent report that meets ESRS-equivalent standards can eliminate the need for a standalone Polish filing entirely – but the equivalence determination requires legal analysis, not assumption. Foreign groups operating through Romanian or other CEE subsidiaries alongside their Polish entities will find cross-border compliance programme design especially relevant; see our analysis of compliance programme design for Romania subsidiaries in Poland for a parallel framework.

To discuss how the Omnibus and Stop-the-Clock apply to your specific corporate structure, contact info@kordeckipartners.com.

What is the regulatory outlook, and what risks remain?

The Omnibus package is a proposal, not yet law. As of March 2026, the European Parliament and Council are in early-stage trilogue discussions. The Stop-the-Clock regulation is on a faster track – the Commission has sought its adoption before the first wave-two reporting deadline – but legislative timelines in Brussels are rarely precise. Polish companies should plan for three scenarios: Stop-the-Clock adopted on time (most likely), Stop-the-Clock delayed by one quarter (plausible), and Stop-the-Clock failing to pass (low probability but not zero).

If Stop-the-Clock fails, wave-two companies face their original CSRD obligations on the original timetable. That means a company with a December 2025 fiscal year-end would need to produce a compliant ESRS report for the 2025 financial year. The practical impossibility of doing so at short notice would not constitute a legal defence. Enforcement risk would fall primarily on companies listed on the Warsaw Stock Exchange (Giełda Papierów Wartościowych, GPW) and those within KNF's supervisory perimeter.

The CSDDD deferral in the same Omnibus package creates a separate but related risk. Supply-chain due diligence obligations under CSDDD were themselves deferred from the original CSRD timeline, and the Omnibus proposes further narrowing. Polish companies that have contractually committed to CSDDD-level supplier audits in procurement frameworks – often at the insistence of German or Dutch parent companies – may face contractual liability if they rely on the regulatory deferral as grounds for pausing those audits. Regulatory relief and contractual obligation are not the same thing.

The broader ESG reporting environment in Poland is also shaped by the non-financial reporting culture that predates CSRD. Large Polish state-owned enterprises have reported under the GRI framework voluntarily for over a decade. Private companies entering the CSRD perimeter for the first time will find that the infrastructure gap between GRI-style narrative reporting and ESRS double materiality is significant – and the Omnibus simplification does not close it entirely. Data readiness, not narrative drafting, is where most Polish companies will spend the most time.

The specific situation of your company requires analysis before the Omnibus legislative timeline becomes clearer. Decisions taken now – on data infrastructure, subsidiary exemptions, and AML compliance alignment – will have irreversible consequences if the Omnibus text lands differently from current proposals.

To receive an expert assessment of your CSRD and Omnibus exposure under Polish law, contact info@kordeckipartners.com.

Frequently asked questions

Q: Our company has 600 employees. Does the Stop-the-Clock mechanism mean we have no CSRD obligations until 2028?

A: Not necessarily. Stop-the-Clock suspends the application of CSRD obligations for wave-two and wave-three companies for up to 24 months at EU level, but Polish domestic law – the Accounting Act – still contains the original transposing provisions. Until the Polish legislature enacts a corrective amendment, a theoretical obligation under national law may persist. The suspension also does not affect group-level ESG data requirements imposed by your parent company or lenders. Legal analysis of your specific position – including whether the proposed 1,000-employee threshold would take you out of scope entirely – is the appropriate first step.

Q: How long will it take to complete a double materiality assessment if we start now?

A: For a mid-sized Polish company with no prior ESG reporting history, a full double materiality assessment typically takes between three and six months from kickoff to a defensible documented output. This depends on the complexity of the value chain, the availability of internal data, and whether external stakeholder consultation is required. Starting during the suspension window is strongly advisable – the assessment methodology is unlikely to change materially under the Omnibus simplification, and the output will remain valid whichever version of ESRS ultimately applies.

Q: Is it a common misconception that CSRD deferral also defers whistleblower compliance obligations?

A: Yes, this is one of the most frequent misunderstandings we encounter. Whistleblower protection obligations under the Whistleblower Protection Act are entirely separate from CSRD. Companies with 50 or more employees were required to implement internal reporting channels by deadlines that have already passed. The CSRD suspension has no legal effect on those obligations. Companies that have not yet implemented compliant internal reporting channels remain in breach, regardless of any ESG reporting deferral.

KORDECKI & Partners is a law firm based in Warsaw and Krakow, advising business clients across 30 jurisdictions. Our team combines expertise in Polish and international law with a practical approach to ESG compliance, CSRD implementation, and sustainability reporting under Polish and EU law. We work with Polish entrepreneurs, foreign investors, and in-house legal teams navigating the evolving regulatory framework. To discuss your situation, contact info@kordeckipartners.com.