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Some companies that do business in California are facing rapidly approaching compliance deadlines under California's climate disclosure laws, SB 253 and SB 261, the first of which will occur on Jan. 1, 2026. On Nov. 10, a number of plaintiffs, led by the U.S. Chamber of Commerce, filed an Emergency Application for Injunction Pending Appeal at the U.S. Supreme Court after failing to obtain similar relief from either the District Court or Ninth Circuit Court of Appeals (which set oral argument for Jan. 9, over a week after the SB 261 compliance deadline). However, the outcome of this litigation remains unclear and covered entities may wish to continue preparing under the assumption that implementation will not be enjoined.
What Are These Laws?
- California SB 253 (the Climate Corporate Data Accountability Act) requires regulated companies to annually disclose their emissions beginning in June 2026.
- California SB 261 (the Climate-Related Financial Risk Act) requires regulated companies to disclose climate-related financial risks and mitigation measures by Jan. 1, 2026, and every other year thereafter.
Who Is Subject to These Laws?
- Revenue thresholds. Public and private U.S. entities "doing business in California" with annual revenues exceeding $500 million in revenue in the prior fiscal year are subject to SB 261. SB 253 has a higher revenue threshold of $1 billion in the prior fiscal year.
- Rulemaking uncertainty and doing business in California. The California Air Resource Board (CARB) is in the process of developing its regulations implementing the laws but is not expected to have final regulations in place until sometime in 2026 (after the initial Jan. 1, 2026, filing deadline for SB 261). The regulations may clarify some of the open questions under both laws, including how to calculate revenues and what "doing business in California" means. Pending final regulations, CARB's current guidance indicates that revenues should be calculated on a global basis (not just from California), and that "doing business in California" means engaging in transactions for financial gain within California, being organized or commercially domiciled in California, or having California property, payroll, or sales exceeding specified thresholds. Further, under the current guidance, entities controlling more than 50% of an entity doing business in California are deemed to be doing business in California themselves.
- CARB's initial list. CARB published its preliminary list of about 4,000 entities that may have a reporting obligation under SB 253 and SB 261.1
What Is Required of Covered Entities?
- SB 253 – disclosure of emissions. Beginning in 2026, subject entities must publicly disclose Scope 1 greenhouse gas (GHG) emissions (from owned or operated facilities) and Scope 2 GHG emissions (from consumed electricity, heating, or cooling) annually and must include Scope 3 GHG emissions (indirect or downstream emissions such as from purchased goods or business travel) starting in 2027. A third-party consultant must be retained to certify such emissions.
- SB 261 – disclosure of climate risks and mitigation measures. Beginning Jan. 1, 2026, and every two years thereafter, covered entities must publish a climate-related financial risk report (following the Task Force on Climate-Related Financial Disclosures (TCFD) framework or equivalent). The TCFD framework calls for the disclosure of (i) the organization's governance around climate-related risks and opportunities, (ii) the actual and potential impacts of climate-related risks and opportunities on the organization's business, strategy, and financial planning, (iii) the metrics and targets used to assess and manage relevant climate-related risks and opportunities, (iv) and details regarding how the organization identifies, assesses, and manages climate-related risks.
Considerations
- Stakeholders may wish to analyze whether their organizations meet the "doing business in California" and revenue thresholds under either SB 253 or SB 261, even if they have not been identified on CARB's initial list.
- If filings are required, an organization may wish to retain qualified counsel and/or an experienced consultant firm. In addition, companies should consider identifying an internal compliance team with clear functional roles to begin preparing any required SB 253 or 261 filings as soon as possible. Qualified counsel may help enhance statutory compliance in a manner that mitigates potential legal exposure that might result from climate-based statements and representations, while a qualified consultant could assist in data collection and preparation of the required reports.
Footnote
1 Companies potentially subject to SB 253 or 261 regulations must still comply with statutory requirements even if not listed by CARB.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
