The Owners & Directors Test "requires a person who was already a Relevant Person before the Disqualifying Condition arose to stop being a Relevant Person for so long as the Disqualifying Condition subsists"
Appendix 3 - Owners' & Directors' Test
Introduction
The intention behind this Appendix 3 is to protect the image and integrity of The League and its competitions, the well-being of the Clubs, and the interests of all of the stakeholders in those Clubs, by preventing anyone who is subject to a ‘Disqualifying Condition’ being involved in or influencing the management or administration of a Club.
More specifically, Appendix 3:
- prohibits a person who is subject to a Disqualifying Condition from becoming a ‘Relevant Person’ for any Club for so long as the Disqualifying Condition subsists;
- requires a person who was already a Relevant Person before the Disqualifying Condition arose to stop being a Relevant Person for so long as the Disqualifying Condition subsists;
- requires each Club not to permit any person who is subject to a Disqualifying Condition either become a Relevant Person or (if he was already a Relevant Person before the Disqualifying Condition arose) to continue to be a Relevant Person for the Club, for so long as the Disqualifying Condition subsists unless permitted by an order of the League or the League Arbitration Panel; and
- any person(s) to acquire Control (as defined in Regulation 1) of the Club until such time as the information relating to source and sufficiency of funding has been provided and approved by The League.
Appendix 3 also imposes reporting requirements on Clubs and on individuals who are or propose to be Relevant Persons of Clubs, to facilitate The League’s policing and enforcement of these restrictions. For the avoidance of doubt individuals applying under this test will become subject to the League’s Regulations at the point of submission of the Declaration.
1 INTERPRETATION
1.1 In this Appendix the following words shall have the following meanings:
‘
Authorised Signatory’ means any person duly authorised by a resolution of its directors to sign the Declaration on the Club’s behalf.
‘
Bankruptcy Order’ means an order adjudging an individual bankrupt.
‘
Bankruptcy Restriction Order’ and ‘
Interim Bankruptcy Restriction Order’ mean orders made under the provisions of Schedule 4A of the Insolvency Act 1986.
‘
Club’ means any Member Club and, for the purposes of this Appendix 3 only, includes any Associated Undertaking, Fellow Subsidiary Undertaking, Group Undertaking, Parent Undertaking or Subsidiary Undertaking of such Club.
‘
Conviction’ means a formal finding made by a court of competent jurisdiction that a person is guilty beyond reasonable doubt of a criminal offence, whether that finding was made before or after these Rules came into effect, and whether or not that finding is considered to be final pending resolution of any appeal against that finding. The word ‘Convicted’ shall be construed accordingly.
‘
Declaration’ means the Owners’ and Directors’ Declaration form prescribed by The League and published on The League’s document portal.
‘
Dishonest Act’ means any act which could reasonably be considered to be dishonest.
‘
Disqualifying Condition’ means all or any of the following:
Associations between clubs:
(a) either directly or indirectly being involved in, or having the power to determine or influence, the management or administration of another Club or Premier League Club unless a dispensation in respect of the same has been granted by the Board in accordance with Regulation 110;
(b) either directly or indirectly holding or acquiring any Significant Interest in a Club while at the same time either directly or indirectly holding any interest in any class of shares or securities of another Club unless a dispensation in respect of the same has been granted by the Board in accordance with Regulation 110;
Disciplinary matters:
(c) being subject to a suspension or ban or other form of disqualification:
(i) from involvement in the administration of a sport by a Sports Governing Body; or
(ii) by a professional body (including, by way of example and without limitation, The Law Society, Bar Council or the Institute of Chartered Accountants, equivalent bodies in any other jurisdiction,
whether directly (for example a sanction against the individual in particular) or indirectly (for example a direction to persons subject to the jurisdiction of the sanctioning body that they should not employ, contract with or otherwise engage or retain the services of the person in question);
(d) been an Official (as defined in Regulation 1) at a Football Club (or held an equivalent role at a club) that has been expelled from either the Premier League, the League, the National League (all divisions), Isthmian League, Norther Premier League, Southern Football League, The FA Women’s Super League or the FA Women’s Championship whilst they were an Official of that Football Club (or held an equivalent role at a club) or in the 30 days immediately following their resignation from their role at that Football Club (or club);
(e) in relation to the assessment of their compliance with this Appendix 3 (and/or any similar or equivalent rules of the Premier League and/or Football Association) at any time, they were found to have:
(i) failed to provide all relevant information (including, without limitation, information relating to any other individual who would qualify as a Relevant Person but has not been disclosed, including where they are acting as a proxy, agent or nominee for another Person); or
(ii) provided false, misleading or inaccurate information,
(f) being found to have breached (irrespective of any sentence actually imposed), or having admitted breaching (irrespective of whether disciplinary proceedings were brought or not) at any time any rules in force from time to time in relation to the prohibition on betting on football matches in England and Wales;
Criminal matters:
(g) having an Unspent Conviction by a court of competent jurisdiction in England and Wales in respect of any offence involving:
(i) a Dishonest Act;
(ii) corruption;
(iii) perverting the course of justice;
(iv) a serious breach of any requirement under the 1985 Act or 2006 Act;
(v) dishonestly receiving a programme broadcast from within the UK with intent to avoid payment under Section 297 of the Copyright, Designs and Patents Act 1988;
(vi) admitting spectators to watch a football match at unlicensed premises under Section 9 of the Football Spectators Act 1989;
(vii) ticket touting under Section 166 of the Criminal Justice and Public Order Act 1994;
(viii) any attempt or conspiracy to commit any of the above offences;
(ix) a Hate Crime; or
(h) having an Unspent Conviction for a like offence to any of the above offences by a court of competent jurisdiction outside England and Wales;
(i) having an Unspent Conviction by a court of competent jurisdiction anywhere in the world (including any attempt and/or any conspiracy to commit the same) that results in a sentence of at least 12 months’ imprisonment but for the avoidance of doubt, not a suspended jail sentence unless that sentence is subsequently activated for a period of at least 12 months for whatever reason;
(j) being subject to a banning order in accordance with the Football Spectators Act 1989 (or any like sanction pursuant to similar provisions in any other jurisdiction);
(k) in the reasonable opinion of The League, has engaged in conduct outside the United Kingdom that would constitute an offence of the sort described in paragraph (g) of this definition if such conduct had taken place in the United Kingdom, whether or not such conduct resulted in a Conviction;
(l) being a Registered Offender (as defined in this Appendix 3);
Company disqualification matters:
(m) being subject to:
(i) a disqualification order as a director under the Company Directors Disqualification Act 1986;
(ii) the terms of an undertaking given to the Secretary of State under that Act; or
(iii) any like sanction pursuant to similar provisions in any other jurisdiction,
unless a Court of competent jurisdiction makes an order under that Act permitting an appointment as director of a Club;
Insolvency matters:
being subject to:
(i) an Individual Voluntary Arrangement (in accordance with the provisions of Part VIII of the Insolvency Act) including any fast track voluntary arrangement;
(ii) a Bankruptcy Order, Interim Bankruptcy Restriction Order or a Bankruptcy Restriction Order;
(iii) a debt relief order (in accordance with the provisions of Part 7A of the Insolvency Act);
(iv) an administration order (in accordance with Part 6 of the County Courts Act 1984);
(v) an enforcement restriction order, in accordance with the provisions of Part 6A of the County Courts Act 1984; and
(vi) a debt management scheme or debt repayment plan, in accordance with the provisions of Chapter 4 of Part 5 of the Tribunals, Courts and Enforcement Act 2007,
or any arrangement or order in any other jurisdiction that has a substantially similar effect;
(o) being a Relevant Person of:
(i) at least two Football Clubs that have each been subject to or suffered unconnected Insolvency Events;
(ii) one Football Club that has been subject to or suffered two unconnected Insolvency Events,
on or after the 11th June 2004) in respect of each of which a sporting sanction was imposed under Regulation 12 (or any equivalent rule of any other league). For the purposes of this definition of Disqualifying Condition:
(A) a Person shall be deemed to have been a Relevant Person of a Football Club that was subject to a sporting sanction if the relevant Insolvency Event occurred in the 30 days immediately following his having resigned as a Relevant Person of that Football Club;
(B) the Insolvency Event of a Group Undertaking alone where the Football Club was subjected to a sporting sanction in accordance with Regulation 11.2.3 of The League Regulations (in the case of a Club), or the applicable rules of the league or association of which that Football Club was a member at the relevant time (if any) shall be treated as an Insolvency Event of the Football Club; and
(C) by way of example, where any Football Club or Group Undertaking has been subject to more than one Insolvency Event during the process of compromising or entering into a composition with its creditors (for example Administration followed by exit via a Company Voluntary Arrangement), this will only count as one Insolvency Event;
(p) they are an Intermediary and/or are registered as an intermediary or agent pursuant to the regulations of any national member association of FIFA.
‘
Football Club’ means any Club or club.
‘
Hate Crime’ means an offence which is considered to be aggravated in accordance with the Crime and Disorder Act 1998 and the Sentencing Act 2020.
‘
Registered Offender’ means any person who is required to notify personal information to the police in accordance with Part 2 of the Sexual Offences Act 2003.
‘
Relevant Person’ means in respect of any Club any individual Person (and not any Entity) operating the powers that are usually associated with the powers of a director of a company incorporated under the 2006 Act (as a Company limited by shares or by guarantee). Further, and without prejudice to the generality of the foregoing, the following individuals shall in any event be deemed to qualify as a Relevant Person:
(a) a director as defined by Section 250 of the 2006 Act;
(b) a shadow director as defined by Section 251 of the 2006 Act;
(c) a person registered as a director or secretary of the Club with the Registrar of Companies;
(d) a person for whom a Form AP01 (to be filed with the Registrar of Companies) has been completed in relation to the Club;
(e) a person who has been elected to become a director of the Club at a meeting of the board of directors of the Club;
(f) a person who has been elected to become a director of the Club at a meeting of the members of the Club;
(g) a person in accordance with whose directions or instructions the persons constituting the management of the Club are accustomed to act;
(h) any Authorised Signatory;
(i) any duly appointed signatory (as that term is utilised in Regulation 46.1);
(j) any ‘chief executive’ officer, ‘general manager’, ‘chief operating officer’ or any other person undertaking any duties which would objectively be considered to be equivalent to those roles;
(k) any person appointed by those with Control over the Club to represent their interests in the management of the Club; and
(l) a person who has Control over the affairs of the Club,
but the definition of ‘Relevant Person’ expressly excludes any external legal, financial or other professional advisers where they are acting in a capacity regulated by a professional regulatory body and do not hold any interest (in excess of a 5% shareholding) in the Club .
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