Football Governance: New Rules for Owners and Directors of Regulated Football Clubs

The first part of the owners, directors, and senior executives (ODSE) regime came into force on 12 December 2025 and was hailed by Independent Football Regulator (IFR) Chief Executive Richard Monks as the “new era for football governance.” The IFR published rules which apply going forward, including guidance on how those rules will be implemented in practice.

Rules for incumbent owners and managers apply now. Prospective owner and senior executive tests are expected to start operating by May 2026.

Following the prescribed consultation period, including consultations on the specific application forms and rules, there is now more clarity around how the ODSE requirements could affect current and prospective investors, owners, directors, and those with management positions at clubs across the top five tiers of men’s English football.

OWNERS AND SENIOR MANAGERS

As anticipated by the Football Governance Act 2025 (the Act), which came into force in July 2025, the ODSE regime covers both owners and those carrying out senior management functions (which includes directors).

Ownership Conditions

To be considered an owner of a regulated club for the purposes of the Act and the new ODSE rules, a person must meet one of the following five ownership criteria:

• Condition 1: The person has the right to exercise, or actually exercises, significant influence or control over the activities of a regulated club (in whole or in part)
• Condition 2: The person holds, directly or indirectly, more than 25% of the shares in a regulated club
• Condition 3: The person holds, directly or indirectly, more than 25% of the voting rights in a regulated club
• Condition 4: The person holds the right, directly or indirectly, to appoint or remove an officer of a regulated club
• Condition 5:
  • The trustees of a trust—or the members of a partnership, unincorporated association, or other body—that is not a legal person under the law by which it is governed would meet one or more of Conditions 1–4 (in their capacity as such) in relation to the club if the references in those conditions to a “person” were to the trustees or members; and
  • the person has the right to exercise or actually exercises significant influence or control over the activities of that trust or body (in whole or in part).

Senior Management Functions

The ODSE regime is also relevant to those who are, or intend to be, a “senior manager.” A senior manager is an individual who holds one of the following functions:

• SMF1 – Chair Function: Responsibility for chairing the board of a regulated club and overseeing its performance
• SMF2 – Chief Executive Function: Acting in the capacity of a chief executive (or equivalent) of a regulated club with either personal or joint responsibility, under the immediate authority of the board of that regulated club, for the conduct and management of the whole of the regulated club's business
• SMF3 – Chief Finance Function: Responsibility for managing the financial resources, planning and reporting of a regulated club, including reporting directly to the board of that regulated club regarding financial affairs.
• SMF4 – Chief Operations Function: Overall responsibility for managing all, or substantially all, of a club’s internal operations (or those of a significant part of the club).
• SMF5 – Director Function: The function of
  • acting in the capacity of a director of a regulated club and registered or registrable under the provisions of section 162 of the Companies Act 2006; or
  • acting in the capacity of a shadow director as described and set out in section 251 of the Companies Act 2006.
• SMF6 – Other Key Decision-Maker Function: Significant influence on the management or conduct of one or more aspects of a regulated club's affairs in relation to its regulated activities.

Guidance makes clear that an individual will be considered a senior manager if they fulfil the role or description set out above, regardless of the specific job title they officially hold. Individuals performing a role as a shadow director will also fall under the scope of SMF5.

Individuals who may hold more than one role at the regulated club must be approved for each role, including where individuals propose to be both an owner and chair of a club. However, once approved, the IFR recognises that individuals may move or change roles within the club; an internal move into a new SMF position will not require a new approval, whereas movement to new clubs will always require a new approval process.

The IFR recognises, as part of its guidance, that SMF6 will likely be the most difficult for clubs to identify. This catch-all position is designed to prevent individuals with a continued and high degree of decision-making authority from falling outside of the scope of the regime due to not holding a specific senior management function role.

The IFR’s guidance provides an indicative table to demonstrate how this position might apply. For example, SMF6 could apply to a sporting director with decision-making authority over player transfers and contracts. Coaches who are responsible for on-pitch decisions but do not have any executive authority concerning transfers or financial matters are unlikely to be captured.

STEP 1: NOTIFICATION

Both the relevant individual and the regulated club have the obligation to notify the IFR if there is a reasonable prospect of an individual taking a senior management function role at, or becoming an owner of, a club. While the Act makes clear this obligation is on both the individual and the club, new IFR guidance reassures clubs that only one notification is required, provided it is clear both the person and the club stand behind it.

There is a level of ambiguity around the notification requirement by design. The IFR guidance confirms that, deliberately, there is no prescribed form of notification. This can take place verbally or through correspondence with a club’s IFR supervision team. Best practice is to ensure that clubs receive a form of acknowledgement or receipt to give confidence the notification obligation has been discharged.

STEP 2: APPLICATION

Once the notification process is complete, the regulated club and individuals will need to proceed with the formal application process. The Act prohibits the appointment of any individual as an owner or senior manager unless an application has been made and the IFR has deemed the individual suitable for the role.

The IFR’s consultation on the ODSE regime welcomed feedback on the proposed application forms to be used for prospective owners and senior managers going forward. These application forms (for each owner and senior manager) are required, and any alternative formats will be rejected.

Once submitted, the IFR has a statutory deadline to review the application and make a determination. The Minister for Sport, Tourism, Civil Society and Youth confirmed that, under the new regulations, once a new owner or officer test is commenced, the IFR has 90 days to make an initial determination. Where necessary, this can be extended by a maximum of 60 days bringing the total possible determination period up to 150 days.

Successful or unsuccessful determinations will be notified to the applicant and the relevant club directly and the results will also be published on the IFR’s website.

If the IFR is “minded to” reject the application, the applicant will be informed and will be granted at least seven days to make representations. There is also an appeal process available to unsuccessful candidates. If, despite representations, the applicant is deemed unsuitable for the role the individual can request, within seven days, that the decision be reviewed by an internal IFR reviewer. If accepted, the reviewer has 28 days from starting its review to determine whether to uphold or overrule the original decision. As a last resort, a further appeal to the Competition Appeal Tribunal is also available.

SUITABILITY CRITERIA

When deciding whether an individual is suitable to take on a Senior Management Function or to become an owner, the IFR will have regard to the following criteria. There is a level of overlap between the tests for senior managers and owners.

Honesty and Integrity

The IFR is required to contemplate several considerations when assessing whether an individual is suitable for an owner or senior manager role at a regulated club. This includes understanding whether an individual

• has any criminal convictions or has been the subject of criminal proceedings;
• has been part of any non-criminal court or tribunal proceedings;
• has been subject to any regulatory or disciplinary action (including being disqualified from being a director);
• is prohibited from entering the UK or otherwise a designated person under sanctions or anti-money laundering regulations;
• has been the subject of sporting competition or organisers’ enforcement action, or otherwise failed to comply with relevant directions; or
• has misled or failed to cooperate with the IFR or other competition organisers.

Excluding those who are prevented from entering the United Kingdom and/or designated under sanctions or anti-money laundering regulations, the IFR recognises that not all proceedings, whether criminal or otherwise, will automatically mean that an individual is not a suitable candidate. Each case will be reviewed on a case-by-case basis regarding the specific role, individual and circumstances.

Individuals are required to disclose all relevant facts and information as part of the application process.

Financial Soundness

Individuals must disclose as part of the applicable process whether they have been subject to bankruptcy proceedings or if their estate has been sequestered (or any similar procedure, including debt relief orders).

Also, beyond their own financial position, the IFR is required, pursuant to the Act, to review the financial situation of any body—being any company, organisation, entity, partnership or LLP—where the individual had a controlling share or held a position of responsibility. The IFR will consider whether the relevant bodies had ever been insolvent or are in a position of financial distress.

With respect to honesty and integrity, an individual’s application will not be rejected automatically if they have been subject to such a procedure.

Competence

An individual must have the necessary experience, qualifications and training to fulfil a senior management role at a regulated club. This only applies to individuals seeking to become a senior manager. The IFR guidelines make clear this is relevant to a person’s qualifications against statutory objectives (i.e., someone who is capable of operating in a financially sustainable way, will safeguard a club’s heritage and engage fans) and a person’s football knowledge or success on the pitch is not considered relevant. As with all other requirements, competence is measured on a case-by-case basis.

Sufficient Financial Resources

When assessing a prospective owner, the IFR will review the individual’s financial resources. The Act does not define “sufficient” as this differs depending on the regulated club’s circumstances. An individual’s intentions and proposed strategies for a club must be supported with evidence of appropriate commitments.

The application form requires prospective owners to submit mandatory information with respect to their finances and ability to invest in, or acquire, the relevant club, including a bank statement and letter of reference regarding value of the owners’ assets. This does not preclude the IFR from requesting additional information, including making inquiries with respect to guarantees to be given by the owner.

Sources of Wealth

An explanation, together with supporting evidence, must be provided to demonstrate the origins of a prospective owners’ wealth. The IFR has information gathering powers to go beyond the information requested in the application form to collate information from third parties including banks, third-party advisors, law enforcement and other regulatory bodies. Further details regarding the IFR’s information gathering powers, as well as enforcement rights, falls outside of the scope of this LawFlash and will be covered separately.

The IFR’s guidance notes an expectation on clubs to conduct thorough background checks and due diligence on a prospective owner’s funds before the application is submitted to the IFR.

Prospective owners and the regulated club must also sign a declaration to confirm that the source of funds used for the investment is, to the best of its knowledge, not connected to any serious criminal conduct.

INCUMBENT OWNERS AND SENIOR MANAGERS

Importantly, the Act and therefore the ODSE rules give the IFR powers to investigate and assess owners and senior managers who already hold positions at regulated clubs. However, the regulator’s powers with respect to incumbent individuals are more restrained and subject to several limitations. The IFR is entitled to review the individual if the IFR possesses information that gives it grounds for concern about whether an individual meets the following criteria:

Notably, the Act does not permit the IFR to review an existing owner to determine whether they have sufficient financial resources.

The guidance has made clear that “possession of information” references actually held information which is produced, identified or collected—this does not include media or public speculation or rumours. Information provided to the IFR which raises concerns but is not directly relevant to the above criteria for incumbent owners or senior managers will also be disregarded.

Once the IFR is in possession of such information, the regulator must have an actual concern or suspicion that the individual may not meet the suitability criteria; a concern which must be objectively reasonable. The information, though, need only bring grounds to investigate rather than going so far as proving or establishing an individual’s failure to meet the criteria. Notwithstanding, the IFR has discretion whether to investigate or not.

If the IFR elects to review an incumbent individual, they will follow the criteria discussed elsewhere in this LawFlash. However, with respect to a source of wealth, there is a notable distinction between prospective and incumbent owners.

The IFR must have no grounds to suspect that a prospective owner has sources of wealth connected to serious crime. With respect to an incumbent owner, the IFR is simply required to take reasonable steps to investigate an individuals’ source of wealth and to determine, on the balance of probabilities, whether the owner has a source of wealth linked to serious crime. Reasonable steps will differ on a case-by-case basis; however, we can expect a high level of discretion from the regulator in this regard.

Also, the IFR is not time-limited in its investigations with respect to incumbent owners, unlike the rigorous tests required for new owners.

Failing the requirements could result in removal orders, disqualification orders or other directions prohibiting individuals from carrying out certain activities or exercising certain rights at the relevant club.

ONGOING OBLIGATIONS

Regulated clubs and relevant individual owners/senior managers have continuing obligations to update the IFR in the event there has been—or may have been—a material change in circumstances which could impact an individual’s suitability to their role. This includes a requirement to declare any new knowledge or a greater understanding of an event or issue, even if that event was raised as part of the initial application. Clubs and individuals are encouraged to submit an update notification to the regulator as soon as possible upon discovery. 

SUPPORT FOR THE UNREGULATED NATIONAL LEAGUE

The IFR, although not responsible for the National League North and the National League South, recognises that each season four clubs from those regional leagues will be promoted into the National League and become regulated. The IFR’s guidance clarifies that those individuals who are currently owners or performing roles equivalent to the senior management functions will not be subject to the approval requirements and will be considered as “incumbents” for the purposes of the rules.

WHAT COMES NEXT

As a reminder, the rules on incumbent owners and senior managers are in effect now. Regulated Clubs and relevant individuals should familiarise themselves with the ongoing obligations as soon as possible and take advice as needed. For prospective owners, directors and senior managers, the IFR expects to begin processing applications in May 2026. Prospective investors need to be aware of these requirements as part of any anticipated or potential investment transaction.