On paper, the European Commission's Omnibus package looks like a welcome simplification. In practice, the combined effect of the Omnibus amendments and the Stop-the-Clock directive creates a compliance puzzle that Polish companies – and foreign investors with Polish subsidiaries – must solve quickly. The rules are changing, but not uniformly, and the window for orderly adaptation is shorter than most boards realise.

The CSRD Omnibus package proposes to narrow the scope of mandatory sustainability reporting, raising the threshold to companies with more than 1,000 employees and removing a large proportion of mid-sized Polish entities from the immediate obligation. The Stop-the-Clock directive, adopted in April 2025, defers the second and third waves of CSRD reporters by two years, shifting the earliest deadline for wave-two companies to financial year 2026. Polish transposition of both instruments remains pending, meaning obligations under the original Corporate Sustainability Reporting Directive (CSRD) – transposed into Polish law as the ustawa o rachunkowości (Accounting Act) amendments – still apply until the national legislature acts.

This page sets out the regulatory sequence, identifies who is affected and when, flags the pitfalls that catch Polish and cross-border groups off-guard, and provides a practical checklist for compliance teams preparing their next move. The analysis draws on the state of legislation as of April 2026 and covers the interaction between EU-level changes and Polish implementation obligations.

What do the Omnibus package and Stop-the-Clock actually change?

The European Commission published the Omnibus I package in February 2025. It proposes amending CSRD, the Corporate Sustainability Due Diligence Directive (CS3D), and the EU Taxonomy Regulation in a single legislative bundle. The core change is a dramatic scope reduction: the revised threshold targets companies with more than 1,000 employees, compared with the original 250-employee trigger. For Poland, this means the majority of medium-sized entities that were preparing for wave-two obligations may be released from mandatory reporting – but only once the Omnibus amendments are formally adopted and transposed.

Stop-the-Clock is a separate, faster instrument. It is a standalone directive adopted through an accelerated procedure, deferring the application date for wave-two reporters (large non-listed companies) and wave-three reporters (listed SMEs) by two full years. Wave-two companies originally required to report for financial year 2025 now face a revised deadline of financial year 2027. The Polish Financial Supervision Authority (KNF) and the National Court Register (KRS) are both monitoring transposition timelines, as the deferral affects disclosure obligations tied to those registers.

The critical distinction is legal status. Stop-the-Clock is already adopted at EU level and requires Polish transposition by July 2025. The Omnibus amendments, by contrast, are still moving through the ordinary legislative procedure and could change before final adoption. Companies that treat Omnibus as settled law are taking a legal risk. Those that have suspended all CSRD preparation on the assumption that the scope reduction is certain may find themselves scrambling if the final text differs from the Commission's proposal.

  • Stop-the-Clock: EU directive adopted April 2025, transposition deadline July 2025
  • Omnibus I: Commission proposal only – not yet law as of April 2026
  • Wave-one reporters (large listed companies): unaffected by Stop-the-Clock deferral
  • Wave-two companies: first mandatory reporting year deferred to 2027 (subject to transposition)
  • Wave-three SMEs: deferred to 2028 under the Stop-the-Clock proposal

We helped a manufacturing group in the Mazowieckie region restructure its ESG data-collection architecture after its parent company in Germany received conflicting advice on the Omnibus timeline (spring 2026). The confusion arose precisely because internal teams conflated the Commission proposal with enacted law. Early clarity on the distinction avoided a costly system rebuild.

Who is affected in Poland – and when does the obligation bite?

Polish law currently implements CSRD through amendments to the Accounting Act. Wave-one entities – companies meeting the criteria for large public-interest entities with more than 500 employees – were required to report for financial year 2024. That obligation is live. No deferral applies to wave-one, and the Polish Financial Supervision Authority (KNF) has signalled active monitoring of listed-company disclosures.

Wave-two companies under the original CSRD framework were large non-listed companies meeting two of three thresholds: balance sheet total above EUR 20m, net turnover above EUR 40m, and more than 250 employees. Under Stop-the-Clock, their first mandatory reporting year shifts from 2025 to 2027. However, the Polish transposition of Stop-the-Clock had not been enacted as of April 2026, creating a gap period in which the original statutory deadline technically remained in force under domestic law.

This gap matters. A company that relied on the EU-level deferral without waiting for Polish transposition could face a situation where domestic law still imposes the earlier deadline. The National Court Register (KRS) processes annual financial disclosures, and the registry office applies Polish statutory rules, not EU directives that have not yet been transposed. Compliance teams should not assume automatic deferral until the Polish Accounting Act is amended.

Foreign investors with Polish subsidiaries face a layered problem. A subsidiary may fall below the 1,000-employee threshold proposed in Omnibus, yet still be subject to group-level CSRD reporting through the parent. Under CSRD's group consolidation rules, data from Polish entities feeds the parent's consolidated sustainability statement even if the subsidiary itself is not a direct reporter. Subsidiaries of German, Dutch, or French groups should expect data requests regardless of whether the Omnibus threshold ultimately exempts them from standalone reporting.

For a practical self-assessment, consider three scenarios. First: a Polish company with 600 employees, listed on the Warsaw Stock Exchange (GPW) – wave-one, reporting for FY2024, no deferral. Second: an unlisted Polish company with 300 employees and EUR 50m turnover – wave-two, deferral likely once Stop-the-Clock is transposed, but not yet confirmed under Polish law. Third: a Polish subsidiary of a German group with 80 employees – not a direct CSRD reporter, but subject to group data-collection obligations under the parent's German reporting duty.

What are the practical pitfalls for Polish compliance teams?

The most common error is treating the legislative calendar as a compliance calendar. A company that suspends its double materiality assessment because it expects Omnibus to reduce its scope obligations is taking a gamble on a legislative outcome that is not yet certain. If Omnibus is delayed, amended, or if the Polish legislature transposes a narrower version of the scope reduction, that company will have lost 12 to 18 months of preparation time – with no ability to recover the gap before the reporting deadline.

A second pitfall involves the European Sustainability Reporting Standards (ESRS). Even if Omnibus reduces the number of mandatory data points and introduces a voluntary simplified standard for smaller entities, wave-one reporters must continue applying the full ESRS set. Polish companies that have already begun ESRS gap analyses should not pause that work. The Omnibus proposal does simplify some ESRS requirements – reducing the number of mandatory disclosure points by approximately 70% for in-scope companies – but those simplifications apply only from the first reporting year after the amended directive enters into force.

Whistleblower compliance intersects with ESG reporting in ways that compliance teams sometimes overlook. The ustawa o ochronie sygnalistów (Whistleblower Protection Act), which transposed the EU Whistleblowing Directive into Polish law, requires companies with 50 or more employees to maintain internal reporting channels. CSRD requires disclosure of governance arrangements, including mechanisms for reporting concerns about sustainability matters. A company that has not fully implemented its whistleblower compliance programme risks a gap in its CSRD governance disclosures – and a separate regulatory exposure under the Whistleblower Protection Act itself.

AML obligations create a further interaction point. Companies subject to anti-money laundering rules under Polish AML legislation must maintain beneficial ownership registers and conduct due diligence on business partners. CSRD's supply chain due diligence disclosures – and, separately, CS3D's due diligence obligations – require similar supply-chain mapping. Integrating AML and ESG due diligence processes avoids duplication and reduces the risk of inconsistent disclosures across regulatory filings.

We obtained a successful outcome in a regulatory review for a technology company in Lower Silesia whose CSRD gap analysis had incorrectly excluded a material subsidiary from scope (autumn 2025). The error would have produced an incomplete consolidated sustainability statement for the parent group. Identifying the gap 14 months before the reporting deadline allowed a structured remediation programme rather than an emergency disclosure correction.

To receive an expert assessment of your company's CSRD readiness and scope position, contact info@kordeckipartners.com.

Your company's specific situation – including the interaction between Stop-the-Clock deferral, Omnibus scope uncertainty, and existing Polish statutory obligations – requires analysis before any decision to pause or restructure your ESG reporting programme. Delaying that analysis forfeits the preparation time that cannot be recovered once the transposition deadline passes.

If your company is a wave-two or wave-three entity assessing whether the Stop-the-Clock deferral applies under current Polish law, or a foreign investor evaluating group consolidation obligations for Polish subsidiaries – we will review your entity structure, map your reporting obligations by wave and threshold, and advise on a defensible compliance timeline: info@kordeckipartners.com.

How should cross-border groups structure their Polish ESG compliance?

Cross-border groups face a coordination problem that purely domestic companies do not. A German parent reporting under CSRD for financial year 2024 needs sustainability data from its Polish subsidiary by a date determined by the parent's reporting calendar – not by the subsidiary's own Polish statutory deadline. The subsidiary may be a wave-two entity with a deferred obligation under Stop-the-Clock, yet it must still supply data to the parent within the parent's consolidation timeline.

The practical solution is to separate the question of direct reporting obligation from the question of data supply. Even if a Polish subsidiary is not itself a CSRD reporter, it should maintain ESRS-aligned data collection processes sufficient to meet group consolidation demands. The cost of maintaining that infrastructure is significantly lower than the cost of building it from scratch when the parent's auditor requests assurance over the consolidated sustainability statement.

For groups with Polish subsidiaries subject to the EU Taxonomy Regulation, the Omnibus proposal includes amendments that would narrow the taxonomy eligibility and alignment reporting requirements. However, as with the CSRD scope reduction, those amendments are not yet in force. Polish subsidiaries included in taxonomy disclosures for FY2024 and FY2025 must continue applying the current taxonomy framework until the amended regulation is formally adopted and the transitional provisions are clear.

Transfer pricing and KAS (Polish tax administration) audit risk intersects with ESG in a specific way for cross-border groups. Where a parent charges a subsidiary for ESG consulting services, compliance platform access, or sustainability data management, those charges must be documented at arm's length. The KAS has increased scrutiny of intra-group service charges in recent years. A poorly documented ESG service charge creates both a transfer pricing exposure and a governance credibility issue in the context of CSRD's related-party disclosure requirements. For background on how KAS audit procedures work in practice, see our guide on KAS tax audit: what to expect and how to prepare.

Groups with UAE or other non-EU parent entities face additional considerations. Where the ultimate parent is outside the EU, the group may still be subject to CSRD if it has significant EU operations, including a Polish subsidiary above the relevant thresholds. The compliance programme design for such structures requires careful mapping of which entity bears the reporting obligation and which national law governs transposition. Our analysis of compliance programme design for UAE subsidiaries in Poland covers the structural options in detail.

What should Polish companies prepare now?

The regulatory uncertainty created by the Omnibus-Stop-the-Clock sequence does not justify inaction. It justifies a calibrated, staged preparation approach that preserves optionality while building the core infrastructure that will be required regardless of how the legislative text is finally settled. Three things are certain: wave-one obligations are live, group data demands from non-Polish parents will not wait for Polish transposition, and the compliance infrastructure takes longer to build than most management teams expect.

The double materiality assessment is the foundation of any CSRD compliance programme. It is also the element that takes the longest to complete properly, requiring engagement with internal stakeholders, value-chain partners, and in some cases external validation. Even companies that believe they may fall below the Omnibus threshold should complete at least a preliminary materiality scoping exercise. If the threshold ultimately applies, the exercise confirms the exemption. If it does not, the exercise is already done.

ESRS data gap analysis should run in parallel. Companies should map which data points they currently collect, which are missing, and what process changes are required to close the gap. The Omnibus simplification – if enacted – will reduce the mandatory data points, but the core environmental and social metrics that are likely to survive simplification are precisely the ones that require the most lead time to collect reliably.

For groups with German parents or subsidiaries, the interaction between German CSRD transposition and Polish subsidiary obligations creates specific coordination tasks. Our guide on compliance programme design for Germany subsidiaries in Poland addresses the cross-border data governance questions in detail.

Personal liability of board members under Polish corporate law is a factor that compliance professionals sometimes underweight in the ESG context. Under Polish corporate legislation, management board members may be held personally liable for failure to maintain adequate internal controls and for material misstatements in statutory reports. If a sustainability statement is incorporated into the annual report – as CSRD requires – and contains material omissions, that liability exposure applies. The personal liability risk is not hypothetical. It is the same mechanism that applies to financial statement misstatements, and Polish courts have applied it consistently.

Self-assessment checklist for CSRD readiness

Before engaging external counsel, compliance teams should work through a structured internal assessment. The following checklist covers the minimum steps required to establish a defensible compliance position under the current regulatory framework, accounting for both the existing Polish Accounting Act obligations and the pending Omnibus and Stop-the-Clock changes.

  • Confirm your reporting wave: identify whether your entity is wave-one, wave-two, or wave-three under the original CSRD thresholds, and whether you are a direct reporter or a subsidiary contributing to group consolidation
  • Check Polish transposition status: verify whether the Stop-the-Clock directive has been transposed into Polish law before treating any deferral as legally effective under domestic statutes
  • Complete a preliminary double materiality assessment: even a scoping-level exercise establishes your position and supports a defensible record of good-faith compliance effort
  • Map ESRS data gaps: identify which sustainability data points you currently collect and which require new processes, focusing on the metrics most likely to survive Omnibus simplification
  • Audit whistleblower and AML integration: confirm that your internal reporting channels satisfy the Whistleblower Protection Act requirements and that your supply-chain due diligence processes are consistent across ESG and AML obligations

To discuss how the CSRD Omnibus and Stop-the-Clock changes apply to your specific entity structure, email info@kordeckipartners.com.

Your company's position on the reporting wave, the status of Polish transposition, and the interaction with group-level parent obligations are all factors that require specific legal analysis. Waiting for full legislative certainty before beginning that analysis forfeits the preparation time that is irreversible once reporting deadlines approach.

If your company or group has more than 250 employees, operates in Poland, or has a Polish subsidiary contributing to a CSRD-covered parent's consolidated report – we will assess your reporting wave, map your current compliance gaps against the ESRS framework, advise on the Stop-the-Clock deferral's current legal status under Polish law, and design a staged compliance programme: info@kordeckipartners.com.

Frequently asked questions

Q: Does the Stop-the-Clock deferral automatically apply to Polish companies, or does it require domestic transposition?

A: The Stop-the-Clock directive requires Polish transposition before it takes legal effect in domestic law. EU directives are not directly applicable in the way that EU regulations are. Until the Polish Accounting Act is amended to implement the deferral, the original statutory deadlines under Polish law technically remain in force. Companies should not treat the EU-level adoption of Stop-the-Clock as a substitute for Polish transposition. The transposition deadline was July 2025, and compliance teams should monitor the legislative progress of the implementing act through the Polish Sejm.

Q: If our company falls below the Omnibus 1,000-employee threshold, do we have no CSRD obligations at all?

A: Not necessarily. The Omnibus threshold reduction applies to standalone direct reporting obligations. If your company is a subsidiary of a group whose ultimate parent is a CSRD reporter, you will still be required to supply sustainability data for the parent's consolidated sustainability statement. That data supply obligation exists regardless of whether your entity is itself a direct reporter. Additionally, the Omnibus proposal has not yet been adopted into law, and the final text could differ from the Commission's proposal. A misconception that the 1,000-employee threshold is already settled law is one of the most common errors we see in compliance assessments.

Q: How long does a CSRD readiness programme typically take to implement, and what does it cost?

A: The timeline depends heavily on the company's starting position. A company with no existing sustainability data collection infrastructure should allow 18 to 24 months for a full programme, including double materiality assessment, ESRS gap analysis, data process design, and first-year reporting. Companies with existing GRI or CDP reporting frameworks can typically compress that timeline to 12 months. Costs vary significantly based on company size, sector complexity, and value-chain reach, but external advisory fees for a mid-sized Polish company typically range from PLN 150,000 to PLN 500,000 for a full first-cycle programme, excluding internal resourcing and technology costs.

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 governance. We work with Polish entrepreneurs, foreign investors, and in-house legal teams navigating the evolving EU sustainability regulatory framework. To discuss your situation, contact info@kordeckipartners.com.

Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. KORDECKI & Partners assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@kordeckipartners.com.