The Analysis Series: The Independent Football Regulator’s Owners, Directors & Senior Executives regime (ODSE)

The Independent Football Regulator has published its response to the their consultation on the new Owners, Directors and Senior Executives regime (ODSE).

The regime sets clear standards for those who own and lead clubs, ensuring they meet the required levels of honesty, integrity, competence and financial soundness. This supports our core aims: protecting club financial health, strengthening the long-term resilience of English football and safeguarding the heritage of the game.

• IFR has powers to investigate unsuitable incumbents from 12 December 2025
• Potential new owners, directors and senior executives will need to meet IFR tests from May 2026

The IFR response to their earlier consultation comprises several papers which can be accessed below (with summaries):

Owners, Directors & Senior Executives Regime Guidance

Here is a summary of the Owners, Directors & Senior Executives (ODSE) Regime Guidance (CP1/25).

1. Introduction and purpose

The ODSE regime is established under the Football Governance Act 2025 to allow the Independent Football Regulator (IFR) to assess the suitability of both prospective and incumbent owners and “officers” (referred to as Senior Managers) of regulated clubs. The guidance outlines the scope, notification procedures, application processes, and the criteria used for suitability assessments.

2. Scope of the regime

Who is an “Owner”?

An owner is defined as an individual or registered society that meets one of five “ownership conditions”:

• Condition 1: Has the right to exercise, or actually exercises, significant influence or control over the club.

• Condition 2: Holds >25% of shares directly or indirectly.

• Condition 3: Holds >25% of voting rights directly or indirectly.

• Condition 4: Has the right to appoint or remove an officer of the club.

• Condition 5: Applies to trustees or members of a partnership/association who meet conditions 1–4 and exercise control over that body .

Who is a “Senior Manager”?

The IFR replaces the statutory term “officer” with “Senior Manager” to reflect roles requiring approval. Individuals are in scope if they perform one of the specified Senior Management Functions (SMFs):

• SMF1 (Chair function)

• SMF2 (Chief Executive function)

• SMF3 (Chief Finance function): Responsibility for financial resources, planning, and reporting.

• SMF4 (Chief Operations function): Overall responsibility for managing all or substantially all internal operations.

• SMF5 (Director function): Includes company directors and shadow directors.

• SMF6 (Other Key Decision Maker function): Individuals with high-level decision-making authority over regulated activities who do not fit other SMFs (e.g., a Sporting Director with executive financial authority).

3. Notification and application process

Notification

• Requirement: Clubs and individuals must notify the IFR when there is a “reasonable prospect” of someone becoming an owner or Senior Manager.

• Timing:

  • Owners: Generally when a bid is likely to result in a new owner.

  • Senior Managers: When a single preferred candidate is identified.

• Process: No specific form is required; notifications can be made via correspondence. The IFR does not assess suitability at this stage.

Application

• Mandatory: A person cannot become an owner or Senior Manager until an application is submitted and approved.

• Forms: Applicants must use prescribed IFR forms.

  • Owners: Must include details on club operation, estimated costs, funding sources, and source of wealth.

  • Senior Managers: Must include information relevant to competence but do not need to provide funding details.

Determinations: The IFR will issue a “minded to” notice if it plans to reject an application, allowing 7 days for representations. Negative decisions can be reviewed internally or appealed to the Competition Appeal Tribunal.

The IFR assesses candidates against specific criteria depending on their role.

A. Honesty and integrity (Owners & Managers)

The IFR considers:

• Criminal History: All offences are considered case-by-case, including those pre-dating IFR powers.

• Legal Proceedings: Involvement in civil court or tribunal proceedings (e.g., fraud, breach of contract).

• Regulatory/Disciplinary Action: Bans, disqualifications (e.g., director bans), or censures by other regulators.

• Sporting Compliance: Failures to comply with rules or directions from other sporting competition organizers.

• Cooperation: History of misleading or failing to cooperate with the IFR or other regulators.

B. Financial soundness (Owners & Managers)

This is distinct from personal wealth. The IFR checks if the individual:

• Has been bankrupt, subject to a Debt Relief Order, or made creditor arrangements.

• Held a position of responsibility at a body that became insolvent or entered financial distress (e.g., failure to pay tax or staff).

• C. Competence (Senior Managers Only)

• Criteria: Based on qualifications, experience, and training relevant to the specific SMF role.

• Exclusions: Competence is not assessed based on football knowledge, on-pitch success, or transfer market performance.

• Transferability: Experience from other sectors is valid, though football experience is considered.

  D. Financial resources & source of wealth (Owners Only)
• Sufficient Resources: The owner must have resources sufficient for the specific target club’s circumstances and strategy.

• Source of Wealth: The IFR must be satisfied there are no grounds to suspect the source of wealth is connected to “serious criminal conduct” (as defined in the Serious Crime Act 2007).

  Incumbent owners and managers

• Discretionary Assessment: Unlike new applicants, the IFR is not required to assess all incumbents. It “may” investigate if it possesses information giving “grounds for concern”.

• Threshold Test: The IFR acts on actual information, not rumour or speculation.

• Outcomes: If found unsuitable, the IFR can issue:

  • Removal Directions: Ordering the person to resign/divest.

  • Disqualification Orders: Banning them from any regulated club.

  • Conduct Directions: Restricting their powers within the club.

• Material Changes: Incumbents must notify the IFR of any “material change in circumstances” (e.g., new convictions, bankruptcy) as soon as reasonably practicable.

• Promoted Clubs: Owners/managers of clubs promoted from the National League North/South are treated as incumbents and do not need immediate re-approval.

Owners, Directors & Senior Executives Regime Rules

Here is a summary of the Owners, Directors & Senior Executives (ODSE) Regime Rules.

1. Introduction and purpose

These rules are established by the Independent Football Regulator (IFR) under the Football Governance Act 2025. Their primary purpose is to implement and supplement the Act’s provisions regarding the suitability of owners and officers of regulated clubs. Non-compliance with these rules constitutes a “relevant infringement” under the Act, which may lead to investigation and enforcement action.

2. Notification requirements

The rules mandate early communication with the regulator regarding potential appointments:

• Senior Managers: A regulated club or an individual must notify the IFR if there is a “reasonable prospect” of that individual taking a position defined as a Senior Management Function.

• Owners: A regulated club or person must notify the IFR if there is a “reasonable prospect” of a person becoming an owner of the club.

3. Application process

Strict prohibitions apply to appointments made before IFR approval:

• Prohibition on Appointment: A club must not seek to appoint an individual to a Senior Management Function ahead of submitting an application unless it is satisfied the individual is suitable.

• Requirement for Determination: An individual cannot take up a Senior Management position, and a person cannot become an owner, until an application has been made to the IFR and the IFR has officially determined them to be suitable.

• Prescribed Forms: All applications for both owners and Senior Managers must be submitted using the specific application forms prescribed by the IFR.

4. Suitability criteria

The IFR assesses suitability based on three core “fitness” pillars.

A. Honesty and integrity

Applicable to both Owners and Senior Managers, the IFR considers:

• Criminal Record: Convictions or proceedings, particularly those involving serious criminal conduct, whether in the UK or abroad.

• Conduct Abroad: Whether the individual has engaged in conduct outside England and Wales that would be considered a serious offence if committed domestically.

• Civil Proceedings: Involvement in any court or tribunal proceedings other than criminal ones.

• Regulatory History: Any disciplinary or regulatory action taken against the individual.

• Sanctions & Bans: Whether the individual is prohibited from entering the UK or is a designated person under the Sanctions and Anti-Money Laundering Act 2018.

• Sporting Compliance: Whether the individual (or a body they controlled) has been subject to enforcement action by a sporting authority or failed to comply with their directions.

• Cooperation: Whether the individual has misled or failed to cooperate with the IFR, competition organizers, or other regulators.

B. Financial soundness

Applicable to both Owners and Senior Managers, the IFR reviews:

• Personal Insolvency: Bankruptcy, arrangements with creditors, estate sequestration, or similar procedures worldwide.

• Corporate Insolvency: The financial situation of any body where the individual held a position of responsibility.

  C. Competence

Applicable to Senior Managers only, the IFR assesses the individual’s qualifications, experience, and training relevant to the role.

5. Senior Management Functions (SMFs)

The rules define specific roles that require IFR approval.

• SMF1 (Chair): Chairing the board and overseeing performance.

• SMF2 (Chief Executive): Responsibility for the conduct and management of the whole business, reporting to the board.

• SMF3 (Chief Finance): Management of financial resources, planning, and reporting directly to the board.

• SMF4 (Chief Operations): Overall responsibility for managing all (or substantially all) internal operations.

• SMF5 (Director): Acting as a director (registered under the Companies Act 2006) or a shadow director.

• SMF6 (Other Key Decision Maker): Having significant influence on the management or conduct of the club’s regulated activities.

Note: Any individual purporting to carry out one of these functions is considered a Senior Manager. Clubs must notify the IFR within 20 working days if an individual ceases to perform a function.

6. Incumbent owners and managers

• Notification of Changes: Both the club and the individual (owner or Senior Manager) must notify the IFR if there is a “material change in circumstances” relevant to their suitability.

• Content of Notification: The notification must identify the individual, explain the change, and state why it is relevant to their suitability.

• Timing: Notifications must be made “as soon as reasonably practicable”.

Information Gathering and Enforcement Guidance

1. Introduction and Statutory Basis

This guidance outlines the Independent Football Regulator’s (IFR) powers under the Football Governance Act 2025 to gather information and investigate suspected breaches. The IFR aims to work proactively and cooperatively with clubs to identify financial risks early. However, strictly defined powers are necessary to ensure the regulator can access reliable data and enforce compliance when obligations are unmet.

Part A: Information gathering

1. Powers to Require Information The IFR has standalone powers to require information, independent of any active investigation.

• Section 65 (Information Notices): The IFR can issue a formal notice requiring a person (e.g., a club, owner, or officer) to provide “specified information” necessary for its functions. This includes creating new data or collecting information they wouldn’t otherwise retain.

• Section 66 (Expert Reporters): The IFR can appoint an independent “Expert Reporter” to produce a report on a specific matter regarding a club (e.g., a technical financial review). The club may be required to pay for this.

2. Procedure and Engagement

• Informal vs. Formal: The IFR will often seek information informally first to reduce the burden on clubs. Formal powers are used when informal requests fail, or when the IFR needs legally robust, attributable information for regulatory decisions.

• Constructive Engagement: Where practicable, the IFR will share draft Information Notices with recipients to discuss deadlines and feasibility before issuing the final notice.

3. Withholding Information Recipients must comply unless:

• Not Responsive: The information does not fit the description in the notice.

• Privileged: The information is a “privileged communication” (e.g., between a client and legal adviser regarding proceedings).

• Note on Confidentiality: Parties cannot withhold information solely because it is commercially sensitive. However, the IFR will handle such data securely and consider redactions before any public disclosure.

4. Sanctions for Non-Compliance Failure to comply with an Information Notice or Expert’s Notice without “reasonable excuse” can lead to:

• Civil Sanctions: A public Censure Statement or a Financial Penalty.

• Criminal Offences (Section 78): It is a criminal offence to intentionally provide false/misleading information or to destroy/falsify documents required by the IFR.

  Part B: Enforcement investigations

1. Triggers and Thresholds The IFR opens an enforcement investigation if it has “reasonable grounds” to suspect a Relevant Infringement has occurred. Infringements are listed in Annex 1 and include operating without a licence, failing to comply with financial duties, or breaching owner/officer requirements.

2. The Investigation Process

• Step 1: Investigation Notice: The IFR issues a notice to the person under investigation and publishes it on its website.

• Step 2: Evidence Gathering: The IFR uses its powers to gather facts (see below).

• Step 3: Warning Notice: If the IFR is “minded to” find an infringement, it issues a Warning Notice. The recipient has at least 14 days to make representations.

• Step 4: Final Decision: The IFR issues a Decision Notice stating the final action (sanction) or a Closure Notice if no infringement is found.

3. Specific Investigatory Powers Once an investigation is open, the IFR has additional powers:

• Interviews: The power to require individuals to attend interviews and answer questions. These can be recorded, and interviewees may have a legal adviser present.

• Warrants (Inspection): The IFR can apply to the High Court or Competition Appeal Tribunal (CAT) for a warrant to enter and search business premises without notice if there is a risk of document destruction.

• Duty to Preserve: Once a person knows (or suspects) an investigation is likely, they must not destroy or conceal relevant documents. Automated deletion policies should be suspended.

4. Commitments (Settlements) Instead of continuing an investigation to a final penalty, the IFR may accept binding commitments from a person to correct the behaviour. If accepted, the investigation is closed regarding that specific behaviour, provided the commitments are met.

5. Urgent Directions If an ongoing infringement immediately jeopardizes the IFR’s objectives (e.g., financial sustainability), the IFR can issue Urgent Directions requiring immediate action or cessation of conduct before the full investigation concludes.

Reviews and appeals

• Internal Review: Decisions to impose sanctions, appoint skilled persons, or reject commitment releases can be reviewed by an internal IFR committee (usually the Expert Panel).

• Appeals: Decisions can be appealed to the Competition Appeal Tribunal (CAT).

• Licence Revocation: Decisions to suspend or revoke a club’s licence can be appealed directly to the CAT to ensure speed.

IFR Sanctions Guidance.

Sanctions:

The Independent Football Regulator (IFR) Guidance sets out the approach to enforcing the Football Governance Act 2025. While the IFR intends to work cooperatively with clubs to facilitate compliance, it holds the power to impose sanctions for failures to comply with statutory obligations

Scope of Sanctions

The IFR can impose sanctions on clubs, owners, officers, senior managers, competition organizers, and other relevant persons. Sanctions fall into two categories:

Information Requirements: Failure to provide required information, providing false/misleading information, or destroying documents.

Relevant Infringements: Breaches of licence conditions, financial duties, or directions given by the IFR.

Criminal Offences: The Act creates criminal offences under Section 78 for obstructing investigations or destroying information. However, the IFR generally will pursue civil sanctions unless a fine is deemed inadequate.

The Four-Step methodology for sanctions

When determining a sanction (specifically financial penalties), the IFR applies a four-step process to ensure transparency and proportionality.

Step 1: Determine Seriousness

The IFR assesses the breach based on its type, impact, and surrounding circumstances. Breaches are categorized into three levels, which determine the “starting point” for financial penalties (calculated as a percentage of relevant revenue/remuneration):

• Level 1 (Low Seriousness): Limited impact, inadvertent breach, or isolated incident. Starting point: 0–3%.

• Level 2 (Medium Seriousness): Owners/officers should have been aware, uncooperative behavior, or adverse impact on fans/football community. Starting point: 4–7%.

• Level 3 (High Seriousness): Deliberate conduct, serious negative impact on IFR functions, or multiple serious breaches. Starting point: 8–10%.

Step 2: Aggravating and Mitigating Factors

The IFR adjusts the sanction based on factors including:

• Aggravating: Concealment, failure to cooperate, previous breaches, or continuing the breach after investigation starts.

• Mitigating: Early self-reporting, prompt remedial steps, cooperation, and training staff.

  Step 3: Proportionality and Deterrence

The IFR reviews the proposed sanction to ensure it effectively deters future breaches without being disproportionate. Adjustments may be made based on the financial position of the offender or financial benefits gained from the breach.

Step 4: Statutory Maximum (Financial Penalties Only)

The IFR ensures the final penalty does not exceed the legal maximum allowed under Schedule 9 of the Act.

Types of Sanctions

The IFR has a toolkit of five primary sanctions available depending on the severity of the breach:

Sanction	Description
Censure Statement	A public statement explaining the breach. Often used for Level 1 breaches or alongside other sanctions.
Financial Penalty	A monetary fine. Calculated based on “relevant revenue” (e.g., ticketing, broadcasting, commercial income) but excluding player transfer income and owner funding
Skilled Person	The IFR requires the club to appoint (and pay for) a nominee to help bring an ongoing infringement to an end. This is a corrective measure.
Injunctive Relief	The IFR applies to the Competition Appeal Tribunal (CAT) for a court order to stop a continuing infringement (e.g., operating without a licence)
Licence Suspension/Revocation	A sanction of “last resort” preventing a club from playing matches. Used only for intentional/persistent breaches or where IFR objectives are jeopardized.

Calculation of Financial Penalties

For Step 1, the “starting point” is based on Relevant Revenue:

• Clubs: Revenue from men’s football operations (ticketing, sponsorship, broadcast, etc.).

• Officers: Gross remuneration (salary, bonuses, pension).

• For Step 4, the Statutory Maximum caps the fine at:

• Clubs/Owners: 10% of total annual/daily revenue.

• Officers: The higher of 10% of remuneration or £75,000 (fixed) / £25,000 (daily).

• Other Persons: £75,000 (fixed) or £25,000 (daily).

Warning Notice: The IFR must issue a notice detailing the proposed action and reasoning. The recipient has at least 14 days to make representations.

• Decision Notice: Issued after considering representations. It confirms the final action taken.
• Reasonable Excuse: Sanctions apply only if the person lacks a “reasonable excuse.” The IFR applies an objective test, looking for unforeseeable events beyond the person’s control.
• Internal Review: Certain decisions (fines, revocations, skilled persons) are reviewable by an IFR committee under Schedule 10 of the Act.

• Annex 1: detailed tables listing specific “Relevant Infringements” (e.g., failure to notify change of owner, disposal of home ground without approval) and the specific sanctions available for each.

• Annex 2: Revenue Rules defining how total revenue and remuneration are calculated strictly for the purpose of the statutory maximum cap.

For specific details of Annex 1 and 2 click on the IFR Sanctions Guidance link