Since 5 May 2026, when the Owners, Directors and Senior Executives regime came into force (SI 2026/477), the question “who are this club's owners?” has been a live legal question with live consequences. A prospective owner may not become one without an affirmative determination from the IFR (s.28); prospective owners, the club itself and others must notify the IFR when there is a reasonable prospect of a person becoming an owner (s.27); and the personnel statement in every licence application must identify all of the club's owners and its ultimate owner (s.16(4)). All of which makes the definition itself the load-bearing part, and the definition, in Schedule 1 to the Football Governance Act 2025, is considerably wider than most share registers suggest.
The five conditions
A person is an owner of a regulated club if they meet any one of five conditions. The eligible “person” is an individual or a registered society; and where a club that is itself a registered society has no individual meeting a condition, the society is treated as the owner (Sch 1 para 1).
| Condition | A person is an owner if they… | Source |
|---|---|---|
| OWN-C1 | have the right to exercise, or actually exercise, significant influence or control over the club's activities, in whole or in part | Sch 1 para 2(1) |
| OWN-C2 | hold, directly or indirectly, more than 25% of the shares in the club | Sch 1 para 2(2) |
| OWN-C3 | hold, directly or indirectly, more than 25% of the voting rights in the club | Sch 1 para 2(3) |
| OWN-C4 | hold the right, directly or indirectly, to appoint or remove an officer of the club | Sch 1 para 2(4) |
| OWN-C5 | have significant influence or control over a trust, partnership or other body without legal personality whose trustees or members would themselves meet conditions 1–4 | Sch 1 para 2(5) |
Conditions 2 and 3 look like the familiar 25% tests from other regimes, and condition 4 looks like a simple appointment right. The reason none of them can be answered from the share register alone is Part 2 of the Schedule, which rewrites how holdings are counted.
Indirect holdings: the whole stake travels down the chain
A person holds a share or right indirectly where they have a majority stake in a company that holds it, or sit at the top of a chain of majority stakes ending in the holder (Sch 1 para 9). A majority stake means a majority of the voting rights, membership with the right to appoint or remove an officer, control of a majority of votes alone or by agreement with others, or dominant influence or control.
The trap is that attribution is not proportional. Suppose an individual holds 60% of the voting rights in a holding company, and that holding company holds 30% of the club's shares. Arithmetic says the individual's economic interest is 18%, under the threshold. The Act says the individual indirectly holds the holding company's entire 30%, and is an owner (Sch 1 paras 2(2), 9). Layered structures make this bite harder, not softer: a chain of majority stakes passes the full club-level holding to the person at the top, however many companies sit in between.
Joint arrangements: other people's shares can be yours
Where shares or rights are subject to a joint arrangement (an arrangement to exercise all or substantially all the rights attached to them jointly, in a pre-determined way), each party to the arrangement is treated as holding the combined holdings of both (Sch 1 para 5). Two investors with 15% each and a standing agreement to vote together are each treated as holding 30%: both are owners, though neither crosses the threshold alone. Similarly, a share or right held jointly is treated as held in full by each joint holder (Sch 1 para 4): a 26% stake held jointly by two family members makes owners of both.
Note what “arrangement” means here. For rights controlled by another person, the Act says an arrangement includes schemes, agreements or understandings, and conventions, customs or practices, provided they have some degree of stability (Sch 1 paras 11–12). Nothing needs to be written down. A settled practice of one shareholder voting as another directs is enough for the rights to be treated as the directing person's.
Nominees, conditional rights and lenders holding security
Three further rules deal with the gap between legal form and reality. Shares or rights held by a nominee are treated as held by the person for whom the nominee acts, not the nominee (Sch 1 para 10): a 28% holding registered to a nominee company belongs, for Schedule 1 purposes, to the principal behind it.
Rights exercisable only in certain circumstances (an option that springs on a default, say, or a right to appoint a director that arises only if a loan covenant is breached) are counted only when the circumstances have arisen, or when they are within the holder's own control (Sch 1 para 13). That cuts both ways: a lender's springing rights do not make it an owner while the trigger sits outside its control, but a person who can bring the circumstances about at will is counted now. Rights that are merely temporarily incapable of exercise still count, and rights exercisable by administrators or creditors in relevant insolvency proceedings are disregarded.
Shares held as security get the mirror-image treatment: where rights attached to pledged shares are, apart from preserving or realising the security, exercisable only on the security provider's instructions (or, in the normal course of lending, only in the provider's interests), they are treated as still held by the provider (Sch 1 para 14). A lender does not become an owner merely by taking a charge over 30% of a club's shares; and a majority shareholder cannot drop off the owner list by pledging the stake to a bank.
Counting to 25% when the register cannot tell you
Even the arithmetic has its own rules. For a club with share capital, the 25% test is by aggregate nominal value of issued share capital; for a club without share capital, it is the right to share in more than 25% of the club's capital or profits (Sch 1 para 6). Voting rights means rights to vote at general meetings on all or substantially all matters; where a club has no general meetings, the test is the equivalent rights; and more than 25% of the voting rights means the right to block changes to the club's overall policy or constitution (Sch 1 paras 7–8). Voting rights the club holds in itself are disregarded, which shrinks the denominator and can push a static holding over the threshold after a buy-back.
Put the Part 2 rules together and the practical conclusion is this: the share register is the start of the analysis, never the end. Joint arrangements add other people's holdings to yours; nominee and controlled-rights rules reallocate registered holdings to the people behind them; the majority-stake rule passes whole holdings down chains of companies; and condition 1, significant influence or control, catches people with no registered holding at all.
What the ODSE regime expects a club to know
These rules are not an academic exercise for the club, because the duties attach to the club as much as to the individuals. The club must notify the IFR when there is a reasonable prospect of a person becoming an owner or officer: as soon as reasonably practicable, and before the person takes the position (s.27(6)). The club and its incumbent owners and officers must notify material changes in circumstances relevant to suitability (s.33). Both duties feed the annual declaration once the club is licensed, which restates every such matter, or should-have-been-notified matter, from the previous twelve months (Sch 5 paras 10–11). A prospective owner's own application must set out the proposed operation of the club, estimated costs, and how they will be funded, including the source of the funding (s.28(2)).
The application pack forces the same knowledge: the strategic business plan includes a group structure diagram and expectations about the club's ownership over the next eighteen months, and the personnel statement names every owner and the ultimate owner, the owner exercising a higher degree of influence or control than any other (s.3(2); s.16(4)). A club that cannot run the Schedule 1 analysis over its own structure cannot complete its own licence application accurately, and an inaccurate personnel statement is not a technicality: it carries an accuracy declaration approved by a director or authorised individual.
Further reading: the significant-influence guidance
One source deserves a flag rather than a summary. Schedule 1 provides for Secretary of State guidance on the meaning of “significant influence or control”, which must be applied when determining whether conditions 1 and 5 are met (Sch 1 para 15), and the IFR's application guidance references it. That guidance, not summarised here, is where the edges of condition 1 will actually be drawn, and anyone assessing a borderline influence case should work from it directly. It is also worth knowing that the thresholds themselves are not fixed forever: the Secretary of State may amend the percentages and conditions by regulations (Sch 1 para 16), which is precisely why ownership analysis needs to be re-run against the rules in force, not remembered from the last transaction.
Sources: Football Governance Act 2025 Schedule 1 Parts 1–3 and ss.3, 16, 26–33; SI 2026/477 (Commencement No. 3); IFR Provisional Licence Application Guidance of 1 July 2026, verified against legislation.gov.uk and footballregulator.org.uk. Nothing in this article is legal advice; it is technical commentary on published legislation and rules, and clubs should take advice on their own facts.