Football Governance Act 2025

Section 3

Schedule 1 E+W Meaning of “owner”

Part 1 E+W Conditions for being an owner

Conditions for being an owner E+W

1 (1) For the purposes of this Act, a person is an “owner” of a club if—

(a) the person is an individual or a registered society, and

(b) one or more of the conditions in paragraph 2 are met in relation to the person.

(2) In the case of a club that is a registered society, if there is no individual in relation to whom one or more of the conditions in paragraph 2 are met, the registered society itself is the owner of the club.

Commencement Information

I1 Sch. 1 para. 1 in force at Royal Assent, see s. 100(2)(a)

2 (1) Condition 1 is that the person has the right to exercise, or actually exercises, significant influence or control over the activities of the club (in whole or in part).

(2) Condition 2 is that the person holds, directly or indirectly, more than 25% of the shares in the club.

(3) Condition 3 is that the person holds, directly or indirectly, more than 25% of the voting rights in the club.

(4) Condition 4 is that the person holds the right, directly or indirectly, to appoint or remove an officer of the club.

(5) Condition 5 is that—

(a) 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 to 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

(b) 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).

Commencement Information

I2 Sch. 1 para. 2 in force at Royal Assent, see s. 100(2)(a)

Part 2 E+W Interpretation

Interpretation E+W

3 This Part makes provision about the interpretation of this Schedule.

Commencement Information

I3 Sch. 1 para. 3 in force at Royal Assent, see s. 100(2)(a)

Joint interests E+W

4 If a person holds a share or right jointly with another person (whether or not the other person is an individual or a registered society), each of those persons is to be taken to hold that share or right.

Commencement Information

I4 Sch. 1 para. 4 in force at Royal Assent, see s. 100(2)(a)

Joint arrangements E+W

5 (1) If shares or rights held by a person and shares or rights held by another person (whether or not the other person is an individual or a registered society) are the subject of a joint arrangement between those persons, each of those persons is to be taken to hold the combined shares or rights of both persons.

(2) A “joint arrangement” is an arrangement between the holders of shares (or rights) that they will exercise all or substantially all the rights conferred by their respective shares (or rights) jointly in a way that is pre-determined by the arrangement.

(3) For the meaning of “arrangement”, see paragraph 12.

Commencement Information

I5 Sch. 1 para. 5 in force at Royal Assent, see s. 100(2)(a)

Calculating shareholdings E+W

6 (1) In relation to a club that has a share capital, a reference to holding more than 25% of the shares in the club is to holding shares comprised in the issued share capital of the club of a nominal value exceeding (in aggregate) 25% of that share capital.

(2) In relation to a club that does not have a share capital—

(a) a reference to holding shares in the club is to be read as a reference to holding a right to share in the capital or, as the case may be, profits of the club;

(b) a reference to holding more than 25% of the shares in the club is to be read as a reference to holding a right or rights to share in more than 25% of the capital or, as the case may be, profits of the club.

Commencement Information

I6 Sch. 1 para. 6 in force at Royal Assent, see s. 100(2)(a)

Voting rights E+W

7 (1) A reference to the voting rights in a person is to the rights conferred on shareholders in respect of their shares (or, in the case of a person not having a share capital, on members) to vote at general meetings of the person on all or substantially all matters.

(2) In relation to a person that does not have general meetings at which matters are decided by the exercise of voting rights—

(a) a reference to holding voting rights in the person is to be read as a reference to holding rights in relation to the person that are equivalent to those of a person entitled to exercise voting rights in a company;

(b) a reference to holding more than 25% of the voting rights in the person is to be read as a reference to holding the rights under the constitution of the person to block changes to the overall policy of the person or to the terms of its constitution.

Commencement Information

I7 Sch. 1 para. 7 in force at Royal Assent, see s. 100(2)(a)

8 In applying this Schedule, voting rights in a person held by the person itself are to be disregarded.

Commencement Information

I8 Sch. 1 para. 8 in force at Royal Assent, see s. 100(2)(a)

Shares or rights held “indirectly” E+W

9 (1) A person (“A”) holds a share “indirectly” if A has a majority stake in a person (“B”) and B—

(a) holds the share, or

(b) is part of a chain of persons—

(i) each of which (other than the last) has a majority stake in the person immediately below it in the chain, and

(ii) the last of which holds the share.

(2) A person (“A”) holds a right “indirectly” if A has a majority stake in a person (“B”) and B—

(a) holds that right, or

(b) is part of a chain of persons—

(i) each of which (other than the last) has a majority stake in the person immediately below it in the chain, and

(ii) the last of which holds that right.

(3) For the purposes of sub-paragraphs (1) and (2), A has a “majority stake” in B if A—

(a) holds a majority of the voting rights in B,

(b) is a member of B and has the right to appoint or remove an officer of B,

(c) is a member of B and controls alone, or pursuant to an agreement with other shareholders or members, a majority of the voting rights in B, or

(d) has the right to exercise, or actually exercises, dominant influence or control over B.

Commencement Information

I9 Sch. 1 para. 9 in force at Royal Assent, see s. 100(2)(a)

Shares held by nominees E+W

10 A share held by a person as a nominee for another is to be treated as held by the other (and not by the nominee).

Commencement Information

I10 Sch. 1 para. 10 in force at Royal Assent, see s. 100(2)(a)

Rights treated as held by person who controls their exercise E+W

11 (1) Where a person controls a right, the right is to be treated as held by that person (and not by the person who in fact holds the right, unless that person also controls it).

(2) A person “controls” a right if, by virtue of any arrangement between that person and others, the right is exercisable only—

(a) by that person,

(b) in accordance with that person’s directions or instructions, or

(c) with that person’s consent or concurrence.

Commencement Information

I11 Sch. 1 para. 11 in force at Royal Assent, see s. 100(2)(a)

12 (1) For the purposes of this Schedule “arrangement” includes—

(a) any scheme, agreement or understanding, whether or not it is legally enforceable, and

(b) any convention, custom or practice of any kind.

(2) But something does not count as an arrangement unless there is at least some degree of stability about it (whether by its nature or terms, the time it has been in existence or otherwise).

Commencement Information

I12 Sch. 1 para. 12 in force at Royal Assent, see s. 100(2)(a)

Rights exercisable only in certain circumstances etc E+W

13 (1) Rights that are exercisable only in certain circumstances are to be taken into account only—

(a) where the circumstances have arisen, and for so long as they continue to obtain, or

(b) when the circumstances are within the control of the person having the rights.

(2) But rights that are exercisable by an administrator or by creditors while a person is in relevant insolvency proceedings are not to be taken into account even while the person is in those proceedings.

(3) In this paragraph, “relevant insolvency proceedings” means—

(a) administration within the meaning of the Insolvency Act 1986,

(b) administration within the meaning of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)), or

(c) proceedings under the insolvency law of another country or territory during which a person’s assets and affairs are subject to the control or supervision of a third party or creditor.

(4) Rights that are normally exercisable but are temporarily incapable of exercise are to continue to be taken into account.

Commencement Information

I13 Sch. 1 para. 13 in force at Royal Assent, see s. 100(2)(a)

Rights attached to shares held by way of security E+W

14 Rights attached to shares held by way of security provided by a person are to be treated for the purposes of this Schedule as held by that person—

(a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with that person’s instructions, and

(b) where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in that person’s interests.

Commencement Information

I14 Sch. 1 para. 14 in force at Royal Assent, see s. 100(2)(a)

Significant influence or control over the activities of a club, trust or other body E+W

15 (1) The Secretary of State must prepare and publish guidance about the meaning of significant influence or control for the purposes of this Schedule.

(2) Regard must be had to that guidance in interpreting references in this Schedule to that phrase.

(3) Before publishing guidance under this paragraph the Secretary of State must lay a draft of it before Parliament.

(4) If, within the 40-day period, either House of Parliament resolves not to approve the draft guidance, the Secretary of State must take no further steps in relation to it.

(5) If no such resolution is made within that period, the Secretary of State must publish the guidance in the form of the draft.

(6) Sub-paragraph (4) does not prevent a new draft of proposed guidance from being laid before Parliament.

(7) In this paragraph “the 40-day period”, in relation to draft guidance, means the period of 40 days beginning with the day on which the draft is laid before Parliament (or, if it is not laid before each House on the same day, the later of the days on which it is laid).

(8) In calculating the 40-day period, no account is to be taken of any period during which—

(a) Parliament is dissolved or prorogued, or

(b) both Houses are adjourned for more than 4 days.

(9) The Secretary of State may revise guidance published under this paragraph, and a reference in this paragraph to guidance includes a reference to revised guidance.

Commencement Information

I15 Sch. 1 para. 15 in force at Royal Assent, see s. 100(2)(a)

Part 3 E+W Power to amend thresholds etc

16 (1) The Secretary of State may by regulations amend this Schedule for a permitted purpose. E+W

(2) The permitted purposes are—

(a) to replace any reference in this Schedule to a percentage figure with a reference to some other (larger or smaller) percentage figure;

(b) to amend Part 1 of this Schedule so as to include circumstances (for example, circumstances involving more complex structures) that give a person a level of influence or control over a club broadly similar to the level of influence or control given by the conditions in paragraph 2;

(c) in consequence of any provision made by virtue of paragraph (b), to amend Part 2 of this Schedule so that circumstances specified in that Part in which a person is to be regarded as holding an interest in another person correspond to any of the conditions in paragraph 2, or would do so but for the extent of the interest.

(3) Before making regulations under this paragraph the Secretary of State must consult the IFR.

Commencement Information

I16 Sch. 1 para. 16 in force at Royal Assent, see s. 100(2)(a)