The Independent Football Regulator (IFR) - what should clubs be doing now?

The Football Governance Act 2025 (the Act) received Royal Assent on 21 July 2025 and created a new regulatory landscape for English Football. The Act will likely prove to be the most significant reform in English football since the Taylor report of 1990.

What is currently the shadow Independent Regulator for English Football (IFR) will, later this year, be empowered to step out from that shadow and begin to fulfil its objectives as the regulator of the game, independent from government and existing football authorities. Those objectives were finalised as:

• The club financial soundness objective - protecting and promoting the financial soundness of regulated clubs
• The systemic financial resilience objective - protecting and promoting the financial resilience of English football
• The heritage objective - safeguarding the heritage of English football

Licensing

The primary method by which the IFR will seek to achieve these objectives is through the administration of a new licensing system. Clubs will be required to obtain and maintain a licence to operate, meeting threshold requirements and adhering to the provisions of the Act and the soon-to-be published code of practice about the corporate governance of regulated clubs (the Code).

Provisional licence

Clubs will initially apply for a provisional licence, which will be granted for a period of up to three years before the club will need to move to a full licence. This will be granted if the IFR is satisfied that they meet the mandatory licence conditions and other duties imposed on clubs by Part 5 of the Act. The mandatory conditions are set out in schedule 5 of the Act and cover:

• Financial plans
• Corporate governance statement
• Fan consultation
• An annual declaration

The IFR is yet to set out exactly what clubs will be required to report, but it's likely that the information required in respect of the financial plan condition will be familiar to clubs that already report to the Premier League and English Football League’s financial reporting units.

The corporate governance statement will be tied to the provisions of the Code, and so the precise details are yet to be determined. However, the Act specifies that “corporate governance” will cover:

• The nature, constitution, functions, and requirement of the organs of the club, and how those organs conduct themselves (including the relationship between them)
• How the club contributes to the economic and social well-being of the local community with which it is associated
• The approach of the club to equality, diversity and inclusion

ACTION: Clubs should consider how they might answer questions pertaining to these areas, and whether they need to invest in any of these areas over the next three years.

The fan consultation condition will require clubs to carry out regular consultation with:

• Persons elected by the club’s fans to represent their views, or 
• Persons otherwise appearing to the IFR to represent the views of the club’s fans

The Act specifically states that compliance with this condition could require the club to constitute a group of such persons for that purpose. This is a clear indication that the IFR hopes that clubs will constitute a Fan Advisory Board (or similar body), and doing so in good time will do much to strengthen a club’s standing with the IFR.

ACTION: Clubs would be wise to consider establishing a Fan Advisory Board in good time.

The annual declaration will be a standard annual statement summarising a club’s notifications to the IFR in respect of its owners and directors and other changes in circumstances.

Clubs will receive full operating licences after they satisfy the IFR that they continue to fulfil all requirements of the provisional licence, meet the threshold requirements set out in Schedule 4, and satisfy the new form of owners’ and directors’ test set out in the Act.

The new owners’ and directors’ test

The establishment of the IFR should see the administration of the owners and directors test move from the tri-partite test currently administered by the FA, Premier League and EFL, to a single test overseen by the IFR.

The new test for owners requires them to meet the ownership fitness criteria, demonstrate sufficient financial resources, and demonstrate that they have no source of wealth which is connected to serious criminal conduct. The definition of an owner remains largely the same, and is centred around the ownership of 25% of the shares or voting rights in a club, the ability to appoint and remove directors/officers, or the right to exercise, or exercising, significant influence or control over the activities of the club. In practice, therefore this is likely to be very similar to the current tests, but it is possible that the details contained in the regulations will diverge slightly.

The new test for directors and other officers requires them to meet the officer fitness criteria

Both the ownership and officer fitness criteria will test honesty, integrity, and financial soundness, likely in a similar manner to the current test. In addition, however, the officer fitness criteria introduces a new specific test of competence. The exact method of testing competence will be set out in the regulations, but the Act specifies that it will consider an individual’s qualifications, experience and training.

ACTION: Clubs should consider how they will demonstrate that every owner and officer meets, respectively, all elements of the relevant fitness criteria.

Financial distribution

The Act introduces a structured framework for managing financial distributions across English football. Central to this framework is the empowerment of the IFR to oversee and, if necessary, intervene in how broadcasting and commercial revenue is shared between leagues and clubs.

The process begins with leagues submitting proposals for revenue distribution, accompanied by supporting evidence. These proposals are evaluated in the context of the State of the Game Report, which the IFR must use as a foundational reference. The Regulator must also facilitate a collaborative negotiation phase, allowing competition organisers to make representations on each other’s proposals and revise them based on feedback. 

If consensus cannot be reached, the Independent Regulator may trigger a formal resolution process. This includes a mediation phase, led by a skilled mediator, aimed at brokering agreement between the parties. The IFR’s decision to trigger or not trigger this process is now a reviewable decision, ensuring accountability and transparency in its use of powers.

The Act also mandates that any distribution orders issued by the IFR must include a summary of the questions for resolution, the final order, and the rationale behind the decision.

Importantly, the IFR is expected to step in as a last resort, only when industry-led negotiations fail. It must also consult with The FA to ensure its actions remain within the scope of the legislation and do not interfere with broader football governance matters.

General objectives

The objectives of the IFR are broad, and the Act sets out a framework of principles to aid the IFR in achieving these aims without adversely impacting English football’s headline commercial success. The IFR must have regard to the sporting competitiveness of regulated clubs against each other, general competitiveness of clubs against  all other  clubs, and potential adverse effects on the wider financial growth of, or investment in, English football. Section 8 of the Act sets out a further eight guiding principles, which include a requirement of the IFR to be proportionate in its requirements and restrictions, to have regard to the specificity of football, to be consistent, and to proactively and constructively engage with the industry, including an express mention of fans of the game.

These guiding principles may result in compromise being required as the IFR seeks to balance its objectives, principles, and powers. Flexibility is baked into the Act, and regulated clubs and stakeholders in the game should anticipate a collaborative regulator that takes an advocacy first approach before deploying punitive powers or directions. The IFR is not expected to fetter English football’s ability to negotiate high value media rights sales, nor is it expected to do anything to inhibit the competitiveness of English clubs in international competitions. Should the IFR table anything that brings this into the realm of possibility, we would expect to see sabres rattled and challenges brought.

Conclusions

It will still be a few years before the IFR is able to deploy and enforce the full extent of its powers. The first steps are to publish the regulations, the Code, and the first iteration of the state of the game report. During this time the IFR will consult industry on its proposed rules, guidance and approach to licensing clubs before implementing the new regime and the process of appointing the full senior leadership team is ongoing with the announcement of an Interim CEO and Board expected shortly.

For more information or to discuss how the Football Governance Bill will impact you, please contact our expert, Simon Orriss.