Legislation in commercial law: Entry into force of the „Nachhaltigkeitsber-ichtsgesetzes“ (Sustainability Reporting Act) and the “Finanzmarktsammelgesetzes” (Financial Market Collective Investment Act)

1. The Nachhaltigkeitsberichtsgesetz (NaBeG)

After considerable delay, the Nachhaltigkeitsberichtsgesetz (NaBeG) was passed by the National Council on 21 January 2026, published in the Federal Law Journal on 18 February 2026, and entered into force on 19 February 2026 (BGBl I Nr 6/2026). 

1.1 Content and scope of application

The NaBeG transposes the EU Directive on corporate sustainability reporting, the Corporate Sustainability Reporting Directive(CSRD) into national law and obliges certain large companies to prepare and publish a standardised sustainability report throughout the EU.

For the time being, this law only contains the implementation for companies belonging to the so-called ‘first wave’. These are large public-interest companies that,

• employ more than 500 people and 

• are already required to report for the 2024 financial year. 

According to the explanatory notes, the ‘second wave’ of companies will be covered in a further amendment, which is unlikely to happen before 2027. Which companies will fall within the scope of the second wave is currently the subject of further amendments to the CSRD at EU level.

1.2 Key Points of the NaBeG

Implementation in the Unternehmensgesetzbuch (UGB)

• Adaptation of existing provisions on non-financial reporting in accordance with the new regulations (§ 243b und § 267a UGB)

• Integration of regulations on mandatory auditing of sustainability reports
   

Equal treatment of auditors

• Independent providers of audit services will be treated in the same way as statutory auditors 

• UGB regulations for statutory auditors will also apply to independent auditors in future
   

Digital submission and verification 

• Option of digital submission of sustainability reports 

• Replacement of handwritten signatures with technology-neutral forms of verification (electronic signatures) 

• Verification is carried out by the board of directors or management 

Equal treatment and sanctions 

• Sustainability reporting is given the same status as financial reporting

• The responsible bodies must themselves specify which reports they are required to submit

• Incorrect information or reports will result in penalties imposed by the commercial register court (Firmenbuchgericht) (§ 284 UGB)

Third-country companies 

• Introduction of reporting requirements for third-country companies that operate to a significant extent in the EU 

2. The Finanzmarktsammelgesetz

The Finanzmarktsammelgesetz (BGBl I Nr 5/2026) regulates various aspects relating to strengthening the Austrian financial centre and implementing European requirements.

2.1 The EuGB-VVG (EuGB Regulation Enforcement Act)

The Finanzmarktsammelgesetz creates accompanying measures to Regulation (EU) 2023/2631 on European green bonds. This regulation was created to support the transition to a climate-neutral and resource-efficient economy and to establish a uniform standard for green bonds across Europe. 

In order to effectively implement this EU regulation in Austria, the national EuGB Regulation Enforcement Act was enacted. The competent supervisory authority is the Financial Market Authority (FMA).
 

2.2 Improvements for the finance sector 

The Austrian finance sector is to be strengthened by the following provisions, among others:

• The creation of a uniform European information platform (European Single Access Point, ESAP) is intended to facilitate access to financial and non-financial company data.

• The Basel III regulations will create greater scope for the granting of loans.

• The financing of supervisory activities will be secured by raising the maximum cost limits for credit institutions and insurance companies.

• Credit institutions will be obliged to offer their customers instant transfers in euros on the same terms as conventional SEPA transactions.

The following laws, among others, are amended as a result:

ZaDiG 2018 

• Legal regulation of criminal provisions for payment service providers in connection with instant payments and verification of payee (§ 101a ZaDiG)

  • Violations of Art 5a to 5c SEPA-Regulation (instant payments, fees for instant payments, verification of payee) may be punished with fines of up to EUR 10.000.
  • Violations of Art 5d SEPA-Regulation (sanctions monitoring) are punishable by fines
    • for legal entities: up to 10% of the total annual net turnover in the previous financial year,

    • for natural persons: up to EUR 5 million.

       

• Ensuring the applicability of § 5 Abs 1 und 2 ZaDiG (Access to Payment Infrastructure and Access to Payment Systems) also to payment systems in accordance with § 2 Finalitätsgesetz (§ 5 Abs 3 ZaDiG) and

• Implementing the requirements that payment institutions and e-money institutions must meet when participating in payment systems in accordance with § 2 Finalitätsgesetz as well as the corresponding supervisory review procedure (§ 5a ZaDiG).

FinalitätsG 

• Recognition of third-country systems (§ 2 Abs 4a)

  • Austrian credit institutions can now participate directly in payment and settlement systems from third countries (e.g. the United Kingdom)
  • Recognition is granted upon application by the OeNB by means of a decision
  • This regulation serves to improve the risk position of Austrian institutions by:
    • Reducing settlement risk
    • Reducing concentration risk
    • Reducing counterparty default risk

    • Reducing systemic risk

       

• Notification requirements (§ 21)

  • New notification requirement: Members of third-country systems established in Austria must notify the OeNB of this fact.