Order 1.281/2026: sustainability reporting thresholds

In brief

Sustainability reporting stays with very large companies only. The obligation arises only where the entity exceeds, cumulatively, a net turnover of 2,250,000,000 lei and an average of 1,000 employees. The threshold applies identically in the Accounting Regulations approved by Order no. 1.802/2014 and in those compliant with the international standards, approved by Order no. 2.844/2016.
The second wave moves back two years, from 1 January 2025 to 1 January 2027. For entities applying the international standards, the turnover threshold rises from 35,000,000 lei to 2,250,000,000 lei, 64 times higher, and the employee threshold from 50 to 1,000, 20 times higher.
The exemption arrives after the fact. Companies in the first wave that do not cross the new thresholds are exempt for the financial years beginning between 1 January 2025 and 31 December 2026. The 2025 financial year had closed on 31 December 2025, 286 days before the order was published.
Suppliers with no more than 1,000 employees gain a right of refusal. They do not have to hand over information that goes beyond the voluntary standards, a contractual clause to the contrary is not binding, and the auditor cannot ask them for more.
Companies from outside the European Union escape almost entirely. The group threshold rises from 150 million euro to 2,250,000,000 lei, and the branch threshold from 40 million euro to 1,000,000,000 lei, five times higher.

Act: Order of the Minister of Finance no. 1.281/2026 on the simplification of sustainability reporting
Published: Official Gazette of Romania, Part I, no. 858 of 13 October 2026, pages 25-32
In force from: 13 October 2026, the date of publication, because Article IV provides only for publication, while Article 12(3) of Law no. 24/2000 on legislative drafting rules ties the entry into force of ministerial orders to the date of publication in the Official Gazette of Romania (Monitorul Oficial), in the absence of a later date in the text

From 13 October 2026, the obligation to publish a sustainability report rests only with companies that exceed 2.25 billion lei in turnover and 1,000 employees. Order of the Minister of Finance no. 1.281/2026, signed on 24 September 2026 and published in the Official Gazette of Romania, Part I, no. 858 of 13 October 2026, transposes Directive (EU) 2026/470 of the European Parliament and of the Council of 24 February 2026, published in the Official Journal of the European Union, L series, on 26 February 2026. This is the act the market knows as the omnibus, the package through which the European Union cut back the reporting obligations it had introduced three years earlier.

The order has four articles and makes 40 individual amendments to three acts already in force: 18 changes to the Accounting Regulations approved by Order of the Minister of Public Finance no. 1.802/2014, 20 to those compliant with the international financial reporting standards, approved by Order of the Minister of Public Finance no. 2.844/2016, and 2 to Order of the Minister of Finance no. 85/2024, the act that transposed the reporting obligation in January 2024 and set its timetable. The last two carry the most weight: they rewrite in full the articles that say from when and to whom the rules apply.

The new threshold is read against two criteria that must both be met. An entity reports only if, at the balance sheet date, it exceeds both the net turnover of 2,250,000,000 lei and the average of 1,000 employees during the financial year. The same two criteria, on a consolidated basis, decide whether a parent undertaking draws up consolidated reporting. Below either of them, the obligation does not arise. The transitional exemption is written as a mirror image, with „or” in place of „and”, for entities that do not exceed 2,250,000,000 lei or 1,000 employees, so it covers exactly the complement of the scope.

The second part of the order builds what the European debate calls the value chain cap. A company under the obligation needs data from its suppliers, and the new text limits its right to ask for them. A new category appears, the protected entity: any entity in the value chain of a reporting entity that did not exceed, at the balance sheet date, an average of 1,000 employees in the preceding financial year. A protected entity may refuse any information that falls outside the scope of the voluntary reporting standards, and a contractual clause saying otherwise produces no effect, the rest of the contract remaining valid. The company asking for the data must tell the supplier what exactly goes beyond the voluntary standards and that it has a legal right to refuse.

The text also closes the back door to that protection. The reporting entity may rely on a self-declaration from the supplier, a statement made on the supplier’s own responsibility, in order to establish whether it is a protected entity, and it is not required to verify it, with one reservation: it cannot rely on the declaration if it knows or ought to know that the declaration is manifestly incorrect. Nor can the auditor issuing the limited assurance opinion ask for information beyond the level of the voluntary standards, neither from the reporting entity nor from the protected one.

What it changes in practice

The first effect is a narrowing of scope. Until this order, the reporting obligation started from the category of „medium-sized and large entities”, that is, from thresholds in the tens of millions of lei. From 13 October 2026, the conversation starts at 2.25 billion lei in turnover and 1,000 employees, conditions that a small number of companies meet in Romania. For entities applying the international standards, where the old threshold is spelled out in the very text the order replaces, the jump can be measured: from 35,000,000 lei in net turnover and 50 employees to 2,250,000,000 lei and 1,000 employees.

The second effect concerns the calendar. The first wave, public-interest entities with more than 500 employees, stays where it was, but only for financial years beginning between 1 January 2024 and 31 December 2026, and with the option of stepping out of the 2025 and 2026 financial years through the exemption. The second wave, which in the January 2024 version began with the 2025 financial year, moves to 1 January 2027 and fills up with other companies, far fewer of them. The third wave, that of third-country entities, stays at 1 January 2028. For entities applying the international standards, the wave that would have begun with the 2026 financial year disappears altogether, the one covering listed companies that do not reach the size thresholds: that financial year was under way when the order was published and would close 79 days later.

The third effect touches the format. The management report and the consolidated management report are still drawn up in the single electronic reporting format laid down in Article 3 of Commission Delegated Regulation (EU) 2019/815 of 17 December 2018, but the marking up of the sustainability reporting, that is, the digital tagging of each piece of information, is postponed: until the mark-up rules are adopted through that delegated regulation, entities and parent undertakings are under no obligation to mark up. The wording gives a condition, not a date.

The fourth effect is one of liability. In the section on the single electronic reporting format, the collective responsibility of the members of the administrative, management and supervisory bodies is limited to publishing the report, and no longer extends to drawing it up in accordance with that same section. It is a narrow distinction, but it falls exactly where error is most likely: on the technical mark-up of a document several hundred pages long.

The fifth effect concerns groups that move. A parent undertaking may leave out of the consolidated report the information on entities acquired or merged during the financial year, and on subsidiaries that have left the group, provided that it flags any significant event affecting the subsidiary which has an effect on the impacts, risks or opportunities of the group. The exception is reserved for the parent undertaking that reports on a consolidated basis.

What has changed compared with the previous situation

Until 13 October 2026, the chapter on sustainability reporting in the Accounting Regulations opened with a provision on scope: the provisions of the chapter apply to the entities referred to in point 9(4), that is, to medium-sized and large entities. The order repeals that provision, and the scope moves down into each obligation separately, with the threshold written out explicitly. In the regulations compliant with the international standards, where the equivalent provision also defined the category of „medium-sized and large entities”, the text could not be repealed, so it was rewritten as a pure definition, with thresholds raised from 17,500,000 lei to 25,000,000 lei for the balance sheet total and from 35,000,000 lei to 50,000,000 lei for net turnover, the criterion of 50 employees remaining unchanged.

The reference currency has changed too, without the order saying so. In the January 2024 version, every threshold in lei came with its equivalent in euro: 17,500,000 lei meant 3,946,953 euro, that is, an exchange rate of 4.4337 lei to the euro. The new amounts no longer carry the equivalent in brackets, but they all divide by 5 without remainder: 25,000,000 lei is 5 million euro, 50,000,000 lei is 10 million, 1,000,000,000 lei is 200 million, and 2,250,000,000 lei is exactly the 450 million euro from the directive. The conversion rate has gone from 4.4337 to 5.00 lei to the euro, 12.8% higher, and the change is invisible to anyone who reads only the new text.

The regime for entities from outside the European Union has changed three times over at the same point. Until 13 October 2026, the Romanian subsidiary of an ultimate parent undertaking from a third country reported if it fell within the category of medium-sized and large entities; under this order it reports only if it exceeds 1,000,000,000 lei in net turnover in the preceding financial year. A branch of a third-country entity reported above 40 million euro; the threshold has become 1,000,000,000 lei, that is, 200 million euro, five times higher. And the condition attached to the third-country group has risen from 150 million euro in net turnover within the Union to 2,250,000,000 lei, three times higher, the condition of two consecutive financial years remaining in place.

Finally, something has appeared that did not exist at all: the three-year transitional period for value chain information. In the old version, the text said only that, in the first three years, the entity explains why it does not have all the information. Now, after those three years, it has to meet the requirements using information obtained directly from the entities in the value chain, or estimates. For companies that enter the wave on 1 January 2027, the transition covers the 2027, 2028 and 2029 financial years, so the first full value chain report concerns the 2030 financial year.

Advantages and disadvantages

What it improves

The obligation disappears for most of the companies that were preparing for it, and the work stays where there are departments able to carry it: above 2,250,000,000 lei and 1,000 employees.
The supplier’s right of refusal is written as a rule, not as a recommendation: a contractual clause to the contrary is not binding, without the rest of the contract falling away.
The self-declaration relieves the reporting entity of any checks, so the file of evidence that every supplier would have had to produce disappears.
The auditor cannot ask for anything beyond the level of the voluntary standards, so the pressure does not shift from the company onto the assurance engagement.
The digital marking up of the reporting is postponed until the mark-up rules are adopted, so nobody buys software for a requirement that does not yet have a format.
The order quietly repairs a circular cross-reference in Order no. 85/2024, where the article on application referred to „the provisions of this article” instead of the article that contains the amendments.

What remains a problem

The series of public data breaks off. Companies between the old and the new thresholds reported for the 2024 financial year and will report nothing further, so comparison over time becomes impossible even for the years already covered.
The exemption arrives after the work has been done. The 2025 financial year ended on 31 December 2025, and the order that exempts it appears 286 days later, saying nothing about the reports already published or about the assurance opinions issued on them.
For listed companies that apply the international standards and do not reach the size thresholds, the obligation that began with the 2026 financial year disappears 79 days before that financial year ends.
The right of refusal is measured against the voluntary reporting standards referred to in Article 29ca of Directive 2013/34/EU, and the order says nothing about what applies until they are adopted at European Union level.
A public-interest entity that meets the conditions for exemption but chooses to report has to use the full standards and cannot fall back on the voluntary ones, so the middle option does not exist.
The protected entity threshold is read over a single financial year, the preceding one, so a supplier that passes 1,000 employees in one year loses its protection the following year, with no grace period.
Three cross-references in the annex to the regulations compliant with the international standards were not renumbered when the text was carried across, and one of them changes the population of the first wave (see the errata).

Practical advice

Check the threshold against both criteria at once. Below 2,250,000,000 lei in net turnover, or below an average of 1,000 employees, the reporting obligation does not arise, however large the other indicator may be.
If you reported for the 2024 financial year and you are below the new thresholds, read the exemption exactly: it covers the financial years beginning between 1 January 2025 and 31 December 2026, and not the 2024 financial year.
If you are a supplier with no more than 1,000 employees, prepare a self-declaration for the clients that ask you for sustainability data. It is the document the text puts in place of a value chain audit.
If you are a reporting company, put into the questionnaires you send your suppliers the two pieces of information the text requires: what exactly in your request goes beyond the voluntary standards, and that the supplier has a legal right to refuse.
Count the protected entity’s employees at individual level and over the preceding financial year, without the employees of the subsidiaries and without those of the ultimate parent undertaking. For reporting on the 2026 financial year, the average that counts is the one for 2025.
Do not confuse the postponement of the marking up with a postponement of the format. The management report is still drawn up in the single electronic reporting format; only the tagging of sustainability information is waiting for the mark-up rules.

Frequently asked questions

Which companies still have to report on sustainability?

Those that exceed, at the balance sheet date, both a net turnover of 2,250,000,000 lei and an average of 1,000 employees during the financial year. The same two criteria, applied on a consolidated basis, decide whether a parent undertaking draws up consolidated reporting. For financial years beginning up to 31 December 2026, the public-interest entities with more than 500 employees from the first wave also remain in scope, unless they fall under the transitional exemption.

From when do the new thresholds apply?

For financial years beginning on 1 January 2027. Entities whose financial year differs from the calendar year apply the rules from the start of the first chosen financial year that begins after that date. For third-country entities, the date remains 1 January 2028.

I reported for the 2025 financial year. What happens to that report?

The order exempts from the obligation, for financial years beginning between 1 January 2025 and 31 December 2026, those first-wave entities that do not exceed 2,250,000,000 lei or 1,000 employees. The text says nothing about reports already drawn up and published for those years, nor about the assurance opinions issued on them, so the documents stay what they are: reporting carried out under an obligation that has since been lifted.

I am a supplier to a large company. What can I refuse?

If you did not exceed an average of 1,000 employees in the preceding financial year and you sit in the value chain of a reporting entity, you are a protected entity and you may refuse any information that falls outside the scope of the voluntary reporting standards, where the request is made for the purposes of sustainability reporting. A contractual clause imposing otherwise is not binding, and the rest of the contract remains valid.

How are the 1,000 employees of a protected entity counted?

At individual level, without the employees of the subsidiaries, where there are any, and without those of the ultimate parent undertaking, and only over the preceding financial year. The example given in the order: for value chain reporting relating to the 2026 financial year, protected entities are those that did not exceed an average of 1,000 employees in 2025. Subsidiaries of a parent undertaking that is subject to the reporting obligation cannot be protected entities in relation to their own parent.

Does the report still have to be marked up in electronic format?

The management report is still drawn up in the single electronic reporting format laid down in Article 3 of Commission Delegated Regulation (EU) 2019/815. The marking up of the sustainability reporting, including of the information referred to in Article 8 of Regulation (EU) 2020/852, is done in accordance with that format, but until the mark-up rules are adopted through the delegated regulation there is no obligation to mark up.

What changes for the subsidiaries of companies from outside the European Union?

The Romanian subsidiary reports only if it exceeded 1,000,000,000 lei in net turnover in the preceding financial year, and the branch only if it generated more than that same amount and if the third-country entity has no subsidiary here. On top of all that, the third-country group must have generated net turnover within the Union of more than 2,250,000,000 lei in each of the last two consecutive financial years.

When does the order enter into force?

On 13 October 2026, the date of publication in the Official Gazette of Romania. Article IV provides only for publication, with no later date, while Article 12(3) of Law no. 24/2000 on legislative drafting rules ties the entry into force of orders issued by the heads of specialised central public administration bodies to the date of publication, in the absence of a later date in the text. Actual application, however, runs by financial year, not from that date.

Errors and inconsistencies in the published text

Article II point 13, point 48¹⁴(1) of Annex no. 1 to Order no. 2.844/2016. The order replaces the paragraph that contained the size criteria of a large group, 105,000,000 lei balance sheet total, 210,000,000 lei net turnover and 250 employees, with the new threshold of 2,250,000,000 lei and 1,000 employees. Paragraph (2) of the same point, which the order does not touch, states that „the groups referred to in paragraph (1) are designated in these regulations as large groups”, so the definition of the concept moves along with the threshold. The consequence is visible in this very order: Article III point 2 keeps the first wave for „the parent undertakings of a large group” with more than 500 employees, for financial years beginning between 1 January 2024 and 31 December 2026, while the second wave, from 1 January 2027, is described through the same 2,250,000,000 lei and 1,000 employees. The same group now falls within both. In the regulations approved by Order no. 1.802/2014, where the definition of large groups sits outside the chapter on sustainability and was not touched, the same wording keeps the old population, so the first wave means two different things depending on which set of regulations applies.
Article II point 15, point 48¹⁶(1) of Annex no. 1 to Order no. 2.844/2016. The new text says that „the information referred to in point 48²⁰” contains information on the operations of the group and on its value chain. Point 48²⁰ does not list information, it establishes an exemption: Article II point 18 of the same order rewrites point 48²¹ with the wording „the exemption provided for in point 48²⁰”. The point that lists the consolidated information is 48¹⁵, and paragraph (2) of that same point 48¹⁶, left unamended, refers precisely to point 48¹⁵. The number comes from the parallel text in Order no. 1.802/2014, where the equivalent provision correctly refers to point 492²⁰. The result: for entities applying the international standards, the obligation on the value chain at consolidated level is left without an identifiable object.
Article II point 16, point 48¹⁶(1⁵) of Annex no. 1 to Order no. 2.844/2016. The three-year transitional period is tied to „the first three years of application of the sustainability reporting requirements in accordance with point 48⁵”, that is, to the individual reporting obligation. Letter a) of paragraph (1¹), introduced by the same point of the order, defines the reporting entity by reference to point 48¹⁴, the consolidated obligation, and the mirror provision in Order no. 1.802/2014 refers to point 492¹⁹, also the consolidated one. A parent undertaking that reports only at group level has, going by the letter of the text, no moment from which those three years start to run.

Editorial analysis

The figures in this order tell a story the text itself does not. All the new amounts divide by 5 without remainder: 25,000,000, 50,000,000, 1,000,000,000 and 2,250,000,000 lei mean 5, 10, 200 and 450 million euro. The amounts they replace came from a different exchange rate. Order no. 85/2024 wrote its equivalents in brackets, and the rate used at the time can be worked out from them: 17,500,000 lei declared equal to 3,946,953 euro gives 4.4337 lei to the euro, the reference rate of the 2013 accounting directive. The difference between the two rates is 12.8%, and it is added to every threshold, on top of the increase that comes from the directive. The new text no longer displays the euro equivalent, so the change is nowhere to be seen. For a single threshold, the one of 2.25 billion lei, the difference means roughly 255 million lei of turnover, which is precisely the zone in which a company decides whether it is in or out.

The second observation concerns the way the drafting work was done, and it is praise and reproach in equal measure. The order abolishes the provision that said to whom the whole chapter on sustainability in the general regulations applied, and restructures the equivalent provision in the regulations compliant with the international standards. Both were cited in other points, and all of those cross-references, eleven in number, were rewritten in the same order, including the ones in the articles on the calendar. It is a tracking job that few amending acts carry through to the end. All the more visible, then, that when the same text was carried from one set of regulations into the other, where the points have different numbers, three cross-references were left with the numbering of the source. The pattern shows where the second part of the order comes from: from copying the first part, with the renumbering done by hand.

The third observation comes out of the act’s own calendar. The order is signed on 24 September 2026 and published 19 days later, some five months before the deadline for transposing the directive. The speed has a purpose: the exemption it brings covers financial years that have already been consumed. The 2025 financial year had closed on 31 December 2025, 286 days before publication, and the reporting for it had already been drawn up, audited under a limited assurance engagement and filed. The 2026 financial year was under way and would close 79 days later. For companies sitting between the old and the new thresholds, the order does not simplify a future obligation, it cancels a past one. The text says nothing about what happens to the reports already published and to the opinions issued on them, and that silence is the only thing left to interpret in an otherwise very explicit act.

The fourth observation concerns what stays standing. The central mechanism of the simplification, the right of entities with no more than 1,000 employees to refuse information, is measured exclusively against the voluntary reporting standards referred to in Article 29ca of Directive 2013/34/EU. The order refers to them five times, in five different points, but says nothing about what happens until those standards become applicable. Until then, a supplier that wants to exercise its right of refusal has to show what exceeds a limit whose content has not yet been published, and a reporting company that wants to inform it correctly has to say what falls outside an undefined perimeter. The logic of the scope, by contrast, is flawless: the obligation requires both thresholds to be exceeded, while the exemption is written with „or”, so the two texts cover exactly complementary sets, with no free zone between them.

What should be changed

Correcting the two cross-references in point 48¹⁶. Paragraph (1) should refer to point 48¹⁵, and paragraph (1⁵) to point 48¹⁴. The practical effect: the obligation on the value chain at consolidated level regains its object, and the parent undertaking knows when its three transitional years start to run.
Taking the definition of large groups out of the paragraph that carries the reporting threshold. Moved into a point of its own, with its own size criteria, the definition would no longer change every time the sustainability threshold is amended. In practice: the first wave would mean the same thing in both sets of accounting regulations.
Displaying the euro equivalent next to each amount in lei again, as it was in Order no. 85/2024. The result: the reader sees the exchange rate used and can check whether the national threshold matches the one in the directive, instead of deducing it by division.
A transitional provision on the reports already published for the 2025 and 2026 financial years and on the assurance opinions issued on them. The practical effect: companies and auditors would no longer have to infer from the silence of the text whether those documents remain valid and whether they can still be corrected.
Spelling out the regime that applies until the voluntary reporting standards come into use. The result: the right of refusal becomes applicable from 13 October 2026, instead of being conditional on a future document that neither party to the reporting controls.
Publishing a consolidated version of the chapter on sustainability reporting, in both sets of regulations. In practice: the 40 individual amendments made by this order, on top of those from January 2024, would become a text that can be read in one piece, and wrong cross-references would be far harder to miss.

Original text of the legal act

The text below is reproduced in Romanian, the official form of publication.

The full text, as published in the Official Gazette of Romania

Official Gazette of Romania no. 858 of 13 October 2026, pages 25-32 32 pages PDF, 185 KB the act starts on page 25

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