What to expect and how to prepare

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Football clubs across the top five tiers of English men’s football are set for major changes, as they navigate the requirements of the new Football Governance Act 2025 (the Act) and the new rules and guidance of the Independent Football Regulator (the IFR).

This article focuses in on the expectations for Owners, Directors and Senior Executives (ODSE) of regulated clubs under the Act; and how they can prepare now for the challenge ahead.

Following consultation, the IFR has released detailed rules and guidance for the ODSE regime. These new rules impose significant obligations on clubs, as well as incumbent and prospective owners and senior managers. In its most recent guidance, the IFR has given further information on key features of the new regime to assist clubs, incumbent and prospective owners and senior managers to navigate the new framework.

The parallels between this ODSE regime and other existing regulatory frameworks – notably the Financial Conduct Authority's (FCA) Senior Managers and Certification Regime (SMCR) are apparent. Although the modernisation of football has involved substantial commercial sophistication, subjecting football clubs to a regulatory model akin to that which governs financial institutions marks a significant departure from convention. Clubs now face the substantial task
of adapting their governance frameworks to meet the demands of this new regulatory landscape.

In this briefing, we will explain:

1. Scope of the regime: who is an ‘owner’?
An ‘owner’ of a regulated club, is – in broad terms – someone who owns or controls at least 25% of the shares or voting powers in the club (directly or indirectly), can exercise significant influence over its affairs, or is able to appoint or remove its officers.

Existing ‘owners’ of regulated clubs will be ‘grandfathered’ into the new regime, though the IFR will have significant new information gathering powers and powers to sanction owners, under the new framework.

There are new notification and approval requirements associated with persons seeking to become an owner of a regulated club. The IFR’s guidance explains when notifications should be made (including the judgment as to when there is a ‘reasonable prospect’); what applicants must demonstrate to secure approval; and how applications must be submitted.

2. Scope of the regime: who is a ‘senior manager’?
‘Senior managers’ are individuals carrying out a ‘senior management function’ (an SMF) at a Regulated Club. Individuals undertaking one or more of these functions will need to be approved by the IFR. They will have to demonstrate honesty and integrity, financial soundness and the requisite competence.

Taking inspiration from established regulatory regimes – most notably the individual accountability regime for financial services firms, known as the ‘SMCR’ – there are to be six new SMFs. As with the SMCR, this new framework is established on a ‘function over form’ principle. Individuals who perform roles which meet the definition of a prescribed senior management function will need to be approved, regardless of their actual job title. Equally, some roles will not – despite the job title including, for example, the word ‘director’ – need to be approved. Clubs will need to navigate the new regime with care, to ensure they have accurately mapped the SMFs in-scope of the regime.

3. New regulatory processes: notifications and applications
Clubs, owners and senior managers must all navigate new regulatory processes. The IFR has been clear that in many cases, it will seek to apply an individualised, judgment-based assessment of applications. It will be important for applicants to understand not only the specific legal provisions and rules with which applications need to comply, but the optimum approach to regulatory engagement and evidence to secure approval.

4. Powers in respect of incumbent owners and senior managers
The IFR can assess and determine the suitability of incumbent owners and senior managers in certain circumstances. In this piece, we consider the guidance on the regulator’s expectations of existing owners and senior managers, which should be carefully considered by those currently in these positions, to mitigate the risk of becoming subject to assessment (and possible sanction).

5. Immediate actions for clubs, owners and senior managers 
Already, the ODSE regime applies to incumbent owners, and senior managers (as of 12 December 2025). The IFR expects that the ODSE regime, and the relevant assessment powers therein, will apply to prospective owners and senior managers from May 2026.

Clubs and relevant individuals need to act fast to ensure compliance with the new regime. We highlight a number of actions that should be readily considered to ensure preparedness with the regime and mitigate the risk of falling short of its requirements, namely:

1. Mapping senior management functions;
2. Assessing incumbent SMFs against the fitness criteria
3. Conducting gap analyses of existing governance arrangements;
4. Developing ODSE-specific policies and protocols;
5. Establishing procedures for ODSE notifications and applications;
6. Investing in training and awareness; and
7. Seeking expert assistance.

The IFR has also concluded its consultation on additional guidance on the ODSE regime. In its consultation launched on 17 March 2026 (the ODSE Amendments Consultation) the IFR had proposed a small number of changes to the regime to cover temporary appointments of senior managers, where there is an unforeseen absence; and certain technical and clarificatory amendments to other parts of the regime.

The consultation has now closed and responses will inform the final ODSE rules and guidance, to be published in May 2026.

You can read the full article here.