Corporate Governance, Board Accountability and Attestations under the Football Governance Act 2025

The Football Governance Act 2025 (“the Act”) marks a significant shift from self‑regulation to a model grounded in formal accountability, financial sustainability and enhanced governance standards. 

For clubs, this brings a renewed focus on board responsibilities, corporate governance structures and demonstrating compliance effectively through governance and reporting arrangements.

The IFR’s remit and governance expectations

Under the Act, the IFR is tasked with ensuring the long-term sustainability of English football clubs, safeguarding heritage assets and promoting responsible ownership. Central to this remit is the requirement for clubs to demonstrate robust corporate governance arrangements.

The Act introduces a licensing regime, requiring clubs to obtain and maintain an operating licence from the IFR. As part of this process, clubs must evidence compliance with governance requirements set out within the IFR’s licensing framework, Corporate Government Code and guidance. These are expected to reflect established principles such as board independence, transparency, risk management and internal controls.

Board responsibilities under the Act

The Act places express obligations on boards of directors, moving away from informal governance practices towards clearly articulated legal duties. 

Key responsibilities include:

• Ensure the club obtains and maintains an operating licence: under Part 3, ss15 – 25 of the Act, clubs are required to obtain and maintain an operating licence from the IFR, and this include compliance with all mandatory and discretionary licence conditions.
• Oversee the suitability of owners and senior officers: under Part 4 ss27 – 37 of the Act, clubs must ensure the IFR is notified of proposed appointments, changes in circumstances, and that directors/officers satisfy the statutory fitness and propriety requirements.
• Protect key club heritage assets: under Part 5, ss46, 48 and 49 of the Act, clubs are required to protect key heritage assets, which requires obtaining IFR approval before relocating the club, selling or charging the home ground, or making significant changes to the club’s name, crest or home shirt colours.
• Maintain transparent governance and reporting arrangements: under Part 5 ss50 and 52 of the Act, clubs will be required to be transparent in relation to the governance and reporting arrangements, which must include preparing, updating and publishing a personnel statement approved by the IFR and notifying the IFR of material changes affecting its regulatory functions.
• Ensure financial sustainability and compliance with licence requirements: Part 3 and Part 5 s 53 of the Act require clubs to adhere to financial regulation imposed through licence conditions and payment of the statutory levy where applicable.
• Co-operate with the IFR’s supervisory and enforcement powers: Under Part 7 and Part 8 ss65-80 of the Act, clubs will be required to respond to information requests, preserving relevant records, facilitating investigations, and complying with any sanctions or directions issued by the regulator. 

These obligations will require many clubs to formalise governance arrangements, including establishing audit or risk committees, strengthening non-executive oversight and maintaining up-to-date board policies, which might otherwise have existed on a less-formal footing.

Attestations and certification requirements

Clubs will be required to provide periodic statements confirming compliance with specified regulatory requirements including the following:

• Licence application certification: Under Part 3 ss16-18 of the Act, a club seeking an operating licence must submit specified information, including a personnel statement identifying the club’s owners, officers and senior management structure. This effectively serves as a formal certification of the club’s governance arrangements.
• Personnel statement regime: Under Part 5 s 52(1)-(4) of the Act, licensed clubs must prepare and submit a personnel statement to the IFR and accompany it with a statement explaining why the club considers the information to be accurate. The IFR may approve the statement only if satisfied as to its accuracy.
• Ongoing accuracy certification: Under Part 5, s52(7) of the Act, where a personnel statement becomes materially inaccurate, the club must submit an updated statement as soon as reasonably practicable, creating an ongoing obligation to certify the accuracy of governance and ownership information.
• Owner and officer notifications; Under Part 4 ss27, 33 – 35 of the Act, clubs must notify the IFR when proposing new owners or officers and when there are changes in circumstances affecting existing owners or officers. These notifications provide formal confirmations enabling the IFR to assess continued suitability.
• Notification of material changes: Part 5 s50 of the Act, requires clubs to notify the IFR of changes in circumstances relevant to the exercise of the regulator’s functions, ensuring that previously supplied information remains complete and accurate.
• Information and record assurance: Under Part 7 ss65 and 72, and Part 8 ss 75 – 78 of the Act, clubs may be required to provide information to the IFR and must preserve relevant information during investigations. In practice, responses to IFR information requests amount to a formal certification of the information supplied and expose the club and its officers to enforcement action if information is inaccurate or misleading.

In governance terms, the most significant attestation requirement is the personnel statement regime under s.52 of the Act, which requires the club to positively explain and support the accuracy of information provided to the regulator regarding ownership, directors, officers and senior management. Whilst the Act does not establish a formal certification regime equivalent to those found in sectors regulated by the Financial Conduct Authority (FCA) or the Gambling Commission, there are clear parallels. Clubs will be expected to maintain accurate information, notify material changes and be able to demonstrate the basis upon which information has been provided to the regulator.

As a result, boards should ensure that appropriate governance, verification and assurance processes are in place before information is submitted to the IFR. In practice, many clubs may find themselves adopting reporting and oversight arrangements similar to those seen in other regulated sectors, where boards and senior management are expected to take responsibility for the accuracy of regulatory submissions and the effectiveness of their compliance framework.

The Act is likely to impose personal accountability on directors signing these statements which will increase the risk exposure for boards. In practice, this means clubs must ensure that appropriate verification, internal audit and assurance processes are in place before any statement is submitted.

Timings and ongoing obligations

The Act 2025 establishes an ongoing compliance framework rather than a single implementation deadline. The provisional licence application window opens on 2 November 2026 and closes on 26 February 2027. The IFR has stated that clubs within scope of the regime will need a licence to operate and that provisional licensing is intended to be in place ahead of the 2027-28 season. Failure to obtain the required licence, or to satisfy the IFR that the club has met the relevant licensing requirements, may ultimately prevent a club from participating in a regulated competition and could expose it to further regulatory action under the Football Governance Act framework.

Clubs will be required to obtain and maintain an operating licence, comply with licence conditions set by the IFR, submit personnel statements and updates as soon as reasonably practicable when information changes, and notify the IFR of significant governance, ownership or financial developments. Many of the detailed reporting frequencies and notification deadlines are expected to be set through IFR rules, guidance and licence conditions rather than on the face of the Act.

One specific timing requirement concerns the personnel statement. S52(6) – (7) of the Act requires a licensed club to submit its first personnel statement “as soon as reasonably practicable” after becoming licensed and submit a new statement as soon as reasonably practicable after the existing statement becomes materially inaccurate. (s.52(6)–(7)).

Failure to meet deadlines or provide accurate attestations could result in regulatory intervention, including licence conditions, financial penalties or, in the most serious cases, suspension or revocation of licences.

Practical steps for clubs

In light of the Act, clubs should take proactive steps to assess and enhance their governance frameworks. 

Key actions include:

• Undertaking a governance gap analysis against expected IFR standards
• Reviewing board composition, including independence and skills mix
• Implementing or strengthening internal audit and assurance functions
• Developing clear attestation processes, including documented sign-off procedures
• Ensuring robust record-keeping and reporting systems

Early engagement with legal and regulatory advisers can assist clubs in navigating these requirements and mitigating risk.

What this means in practice

The Act represents a step-change in regulatory oversight of football clubs. Boards will need to operate with a heightened level of diligence, formality and accountability. Attestations, in particular, shift responsibility squarely onto directors, requiring them to be able to evidence compliance rather than simply assert it.

For clubs, the key message is clear: governance can no longer be treated as an administrative function. 

It must sit at the core of decision-making, supported by robust systems and a culture of accountability. Those that invest early in strengthening governance will be best placed to meet IFR expectations and maintain their licence to operate.