1.1 The words in bold shall have the following meanings in these Regulations and the Appendices:
‘1985 Act’ means the Companies Act 1985 and every statutory modification or re-enactment in force from time to time.
‘2006 Act’ means the Companies Act 2006 and every statutory modification or re-enactment in force from time to time.
‘Academy Club’ means a Club that is licensed to operate an Academy pursuant to the Youth Development Rules (as adopted pursuant to Regulation 61).
‘Academy Player’ means a male player (other than an Amateur Player or a Trialist) who is in an age group between Under 9 to Under 21 and who is registered for and who is coached by or plays football for or at a Club which operates an Academy pursuant to the Youth Development Rules, save for any player who:
(a) in the reasonable opinion of the Club which holds his registration has developed technical, tactical, physical and psychological skills of such a level that he would not benefit from participating or continuing to participate in its Academy’s Coaching Programme and Games Programme; and
(b) is registered as a Contract Player or Non-Contract Player for that Club; and
(c) is aged at least 18.
‘Amateur Player’ means any player (other than an Academy Player) who is registered to play or intends to be registered to play for a Club and who is registered with the Football Association as an amateur in accordance with the FIFA Regulations on the Status and Transfer of Players.
‘Arbitration Act’ means the Arbitration Act 1996 or any re-enactment or amendment thereof for the time being in force.
‘Articles of Association’ means the Articles of Association of The League from time to time. ‘Artificial Surface’ means any playing surface which is not natural grass, predominantly natural grass or intended to be predominantly natural grass.
‘Associate’ means in relation to an individual, any other individual who is:
(a) the spouse or civil partner of that individual; or
(b) a relative of that individual or of his spouse or civil partner; or
(c) the spouse or civil partner of a relative of that individual or of their spouse or civil partner.
‘Associated Undertaking’ means an undertaking in which another undertaking has a participating interest and over whose operating and financial policy it exercises a significant influence, and which is not a Parent Undertaking or a Subsidiary Undertaking.
‘Away Club’ means the Club which should play or should have played any Match on the ground of a Home Club.
‘Board’ means the Board of Directors for the time being of The League.
‘Championship Club’ means a member Club that participates in the Championship Division of the League Competition in any Season.
‘Clear days’ notice’ means exclusive of the day on which the notice is served, or deemed to be served, and of the day for which it is given and in respect of receipt of a document by a specified number of ‘clear days’ prior to a specified event, means exclusive of the day on which the document is received and the day of that event.
‘Closed Period’ shall mean that part of the Season that is not a Transfer Window. ‘Close Season’ means the period of the year outside the Season.
‘club’ means any association football club that is not a Member Club.
‘Club’ means any Association Football club which is, from time to time, a member of The League, save that where the context so requires in Section 6 of these Regulations, a reference to a ‘Club’ shall also include clubs from time to time in membership of The Premier League.
‘Club Charter‘ means the charter relating to the conduct of Clubs, Officials and Relevant Persons in the format as determined by the Board from time to time after consultation with Clubs.
‘Club Developed Player’ means a Player who has been registered with the relevant Club for a minimum of 12 months prior to the end of his Under 19 Season (as determined in accordance with the Youth Development Rules).
‘Compensation Fee’ means any sum of money or other consideration (exclusive of Value Added Tax) payable by a Transferee Club to a Transferor Club upon the permanent transfer of the registration of an Under 24 Player in respect of whom the right of the Transferor Club to receive compensation has been retained in accordance with Regulation 67.3 or a Player refusing to be registered in The National League in accordance with Regulation 66.3.1.
‘Concert Party’ means any person with which any relevant person is acting in concert within the meaning of paragraphs (2) to (5) (inclusive) of the definition of ‘acting in concert’ in the City Code on Takeovers and Mergers, or would be so acting in concert if the City Code on Takeovers and Mergers applied in the relevant case.
‘Connected Person’ means any Person or Entity who directly or indirectly possesses or is entitled to acquire more than 30 per cent of:
(a) the issued ordinary share capital of the company; or
(b) the loan capital (save where loan capital was acquired in the ordinary course of the business of lending money) and issued share capital of the company; or
(c) the voting power in the company; or
(d) the assets of the company which would be available for distribution to equity holders in the event of winding up of the company.
‘Contract Player’ means any Association Football Player (except a Scholar or Academy Player) who is playing under a written contract of employment with a Club.
‘Control’ means the power of a person to exercise, or to be able to exercise or acquire direct or indirect control over the policies, affairs and/or management of a Club, whether that power is constituted by rights or contracts (either separately or in combination) and having regard to the considerations of fact or law involved, and, without prejudice to the generality of the foregoing, Control shall be deemed to include:
(a) the power (whether directly or indirectly and whether by the ownership of the share capital, by the possession of voting power, by contract or otherwise including without limitation by way of membership of any Concert Party) to appoint and/or remove all or such of the members of the board of directors of the Club as are able to cast a majority of the votes capable of being cast by the members of that board; and/or
(b) the holding and/or possession of the beneficial interest in, and/or the ability to exercise the voting rights applicable to, shares or other securities in the Club (whether directly, indirectly (by means of holding such interests in one or more other persons) or by contract or otherwise including without limitation by way of any Concert Party) which confer in aggregate on the holder(s) thereof 30 per cent or more of the total voting rights exercisable at general meetings of the Club.
For the purposes of the above any rights or powers of a Nominee for any person or of an Associate of any person or of a Connected Person to any Person or Entity shall be attributed to that person.
‘Director’ means a member of the Board.
‘Due Date’ means the date upon which a Club is required to account to HMRC for PAYE & NIC, as prescribed by relevant legislation, regulations or guidance in force from time to time.
‘Emergency Goalkeeper Loan’ means any loan of a Contract Player completed in accordance with the provisions of Regulation 57.
‘Entity’ includes any legal entity, firm or unincorporated association and in the case of an Entity which is incorporated any Group Undertaking, Parent Undertaking or Subsidiary Undertaking of that incorporated Entity.
‘Executive’ means all or any of the Chief Executive of The League and the officers of The League. The Board decides which of The League’s employees are deemed to be officers for these purposes.
‘Fellow Subsidiary Undertaking’ has the meaning set out in section 1161(4) of the 2006 Act. ‘FIFA Regulations’ means the FIFA Regulations for the Status and Transfer of Players, as the same may be amended from time to time.
‘Financial Institution’ means any entity which is incorporated in, or formed under the law of any part of the United Kingdom, and which has permission under Part 4 of the Financial Services and Markets Act 2000 to carry on the regulated activity of accepting deposits (within the meaning of section 22 of that Act, taken with Schedule 2 and any order under section 22).
‘Football Association Cup Match’ means a match in the Football Association Challenge Cup Competition.
‘Football Association Rules’ means the rules and regulations for the time being of The Football Association.
‘Goal Line Technology’ means all necessary equipment for the purpose of assisting the referee to determine whether, in a match, a goal has been scored.
‘Group’ has the meaning set out in section 474(1) of the 2006 Act.
‘Group Undertaking’ has the meaning set out in section 1161(5) of the 2006 Act.
‘HMRC’ means HM Revenue and Customs or such other government department(s) that may replace the same.
‘Holding’ means the holding and/or possession of the beneficial interest in, and/or the ability to exercise the voting rights applicable to, shares or other securities in a Club (whether directly, indirectly (by means of holding such interests in one or more other persons) or by contract including without limitation by way of a Concert Party) which confer any voting rights exercisable at general meetings of the Club and for the purposes of this definition any rights or powers of a Nominee for any Person or of an Associate of any Person or of a Connected Person to any Person shall be attributed to that Person.
‘Home Club’ means the Club on whose ground any Match should be or should have been played or where ground sharing is in operation the Club whose name first appears on the relevant fixture.
‘Home Grown Player’ has the meaning set out in Regulation 33.8.
‘Image Contract’ means any contract whereby a Player transfers to any Person the right to exploit his image or reputation either in relation to football or non-footballing activities.
‘Image Contract Payment’ means any payment made or liability incurred by or on behalf of a Club to such a Person in order to acquire that right.
‘Insolvency Act’ means the Insolvency Act 1986 and any statutory modification or re- enactment thereof for the time being in force.
‘Insolvency Event’ refers to any one of the following:
(a) entering into a Company Voluntary Arrangement pursuant to Part 1 of the Insolvency Act, a Scheme of Arrangement with creditors under Part 26 of the 2006 Act, or any compromise agreement with its creditors as a whole;
(b) the lodging of a Notice of Intention to Appoint an Administrator or Notice of Appointment of an Administrator at the Court in accordance with paragraph 26 or paragraph 29 of Schedule B1 to the Insolvency Act, an application to the Court for an Administration Order under paragraph 12 of Schedule B1 to the Insolvency Act (other than paragraph 12(1)(c)) or where an Administrator is appointed or an Administration Order is made (‘Administrator’ and ‘Administration Order’ having the meanings attributed to them respectively by paragraphs 1 and 10 of Schedule B1 to the Insolvency Act);
(c) an Administrative Receiver (as defined by section 251 of the Insolvency Act), a Law of Property Act Receiver (appointed under section 109 of the Law of Property Act 1925) or any Receiver appointed by the Court under the Supreme Court Act 1981 or any other Receiver is appointed over any assets which, in the opinion of the Board is material to the Club’s ability to fulfil its obligations as a Member Club;
(d) shareholders passing a resolution pursuant to section 84(1) of the Insolvency Act to voluntarily wind up;
(e) a meeting of creditors is convened pursuant to section 95 or section 98 of the Insolvency Act;
(f) a winding up order is made by the Court under section 122 of the Insolvency Act or a provisional liquidator is appointed under section 135 of the Insolvency Act;
(g) ceasing or forming an intention to cease wholly or substantially to carry on business save for the purpose of reconstruction or amalgamation or otherwise in accordance with a scheme of proposals which have previously been submitted to and approved in writing by the Board;
(h) being subject to any insolvency regime in any jurisdiction outside England and Wales which is analogous to the insolvency regimes detailed in paragraphs (a) to (g) above; and/or
(i) have any proceeding or step taken or any court order in any jurisdiction made which has a substantially similar effect to any of the foregoing.
'Intermediary' means any person who directly or indirectly represents, negotiates on behalf of, is engaged by, advises or otherwise acts for a Club or a Player (other than a solicitor giving professional legal advice only) in the context of either the registration or transfer of the registration of a Player or the employment of a Player by a Club including pursuant to and in accordance with the Football Association’s Regulations on working with Intermediaries.
‘International Club’ means any association football club not sanctioned by or affiliated to the Football Association, but excluding any such club that actually plays in a league competition sanctioned by or otherwise affiliated to the Football Association (being, as at the date of adoption of this definition, Welsh clubs participating in the English national league system, the League Competition or the Premier League).
‘International Loan’ means any loan of a Contract Player completed in accordance with the provisions of Regulation 56.
‘Laws of the Game’ means:
(a) the ‘Laws of the Game’ published; and
(b) any protocols issued in relation thereto,
from time to time by the International Football Association Board.
‘The League’ means ‘The Football League Limited’.
‘League Appeals Committee’ means the Committee referred to in Regulation 74.1.
‘League Arbitration Panel’ means the arbitral tribunal established in accordance with Section 9 of these Regulations.
‘League Competition’ means the annual League competition for Clubs organised by The League.
‘League Match’ means an Association Football Match in the League Competition.
‘League One Club’ means a Member Club that participates in the League One Division of the League Competition in any Season.
‘League Two Club’ means a Member Club that participates in the League Two Division of the League Competition in any Season.
‘Loan Fee’ means any sum of money (exclusive of Value Added Tax) payable by a Transferee Club to a Transferor Club upon a Temporary Loan Transfer or Emergency Goalkeeper Loan of a Player.
‘Manager’ means the Official of a Club responsible for selecting the Club’s first team. ‘Member Club’ means any Club which is from time to time a member of The League in
accordance with The League’s Articles of Association and these Regulations. ‘Minority Candidate’ means an individual who:
(a) is from a:
(ii) Asian; or
(iii) other minority ethnic,
(b) holds up to date qualifications that qualify them for the applicable Specified Role.
(a) any matter which is expressed in these Regulations as constituting ‘misconduct’;
(b) a breach of any other Articles and/or Regulations of The League (and any rules made in accordance with them);
(c) a breach of an order, requirement, direction or instruction of The League.
‘The National League’ means the ‘The National League’ or, subject to the approval of the Board, any successor or alternative League and if such League shall have more than one division, unless the context otherwise requires, shall mean the highest division of such League.
‘Nominee’ means in connection to any Person or Entity another Person or Entity who possesses rights or powers on their behalf, or which they may be required to exercise at their discretion.
‘Non-Contract Player’ means any Association Football Player (except a Scholar or Academy Player) who is not playing under a written contract of employment with a Club.
‘Normal Playing Season’ means the period of the year commencing with the first League Match and, for each Club, ending immediately after the completion of the Club’s final fixture of the League Competition, excluding any Play-Off matches.
‘Normal Working Day’ means a day (other than a Saturday, a Sunday or a Bank or Public Holiday) on which the League office is open for normal business.
‘Office’ means the registered office of The League.
‘Official’ means any Relevant Person, employee (other than a Player) or duly authorised (express or implied) agent (other than an Intermediary) of a Club.
‘Out of Contract Player’ means a Contract Player whose contract of employment with a Club has expired.
‘Out of Registration Player’ shall mean any Player who has not at any time been registered with a Member Club (or club), or if he has been so registered his registration (including as a Contract Player or Non-Contract Player, or equivalent registration in any other league) expired or was cancelled at any time prior to the end of a Transfer Window (and in the case of the Summer Transfer Window, the applicable end date is that applied to Clubs in Leagues One and Two in accordance with Regulation 42.2) and he has not since been registered with any Club (or club).
‘Over 24 Player’ means a Player who is entitled to the benefit of Regulation 70. ‘Owners’ and Directors’ Test’ means the provisions set out in Appendix 3.
‘PAYE & NIC’ means any and all payments required to be made by the Club in respect of income tax and national insurance contributions.
‘Parent’ shall be interpreted to include, if appropriate, a guardian.
‘Parent Undertaking’ has the meaning set out in Section 1162 of the 2006 Act.
‘Person’ means an individual or where the context requires an Entity.
‘Player’ means any Association Football player, Scholar or Academy Player offering to play, playing or having played association football for a Club.
‘Player Related Dispute Commission’ shall mean a commission constituted in the same manner as a Disciplinary Commission and Regulations 89 to 92 inclusive and Appendix 2 shall apply mutatis mutandis.
‘The Premier League’ means The Football Association Premier League Limited.
'Professional Football Compensation Committee’ means the Committee referred to in Regulation 72.
‘Professional Goalkeeper’ means a goalkeeper (excluding any Goalkeeper registered as a Non-Contract Player) who has been named in the starting eleven on five or more occasions by:
(a) any Club (or Premier League club) in any matches in the relevant league or first team cup competitions (other than the EFL Trophy); and/or
(b) any other club in a professional league in that club’s home association (by way of example, any division of the Scottish Professional Football League, or Serie A, B or C).
‘Qualification Criteria’ means the criteria for admission to The League as laid down by the Board from time to time including, without limitation, those matters set out in paragraph 1.1 of Part 1 (Ground Capacity and Seating).
‘Registered Player’ has the meaning stated in Regulation 43.4.
‘Regulations’ means the regulations of The League from time to time (and any rules made thereunder).
‘Scholar’ means a Player aged sixteen or over who has signed a Scholarship Agreement with a Club and a registration form for Scholars in the manner stipulated by The League.
‘Season’ means the period of the year commencing on the date of the first League Match and, for each Club, ending immediately after the completion of the Club’s final fixture of the League Competition or, if the Club is participating in the Play-Offs, the final Play-Off match for that Club.
‘Sell-On Fee’ means a sum payable in the event of any subsequent transfer(s) of a Player, provided that:
(a) the effect of an agreement in relation to a Sell-On Fee must not entitle any Previous Club (as that term is defined in Regulation 52) to an amount greater than the amount equal to 50% of the excess Compensation Fee, Loan Fee, Transfer Fee or any other compensation received by a Club or club from a subsequent transfer); and
(b) no right to receive a Sell-On Fee may be retained by the Club (by any means) in relation to an Out of Contract Player save where the Club has made an offer to that Player in accordance with Regulation 67 (Under 24 Players).
‘Significant Interest’ means the holding and/or possession of the legal or beneficial interest in, and/or the ability to exercise the voting rights applicable to, shares or other securities in the Club which confer in aggregate on the holder(s) thereof ten (10) per cent or more of the total voting rights exercisable in respect of the shares of any class of shares of the Club. All or part of any such interest may be held directly or indirectly or by contract including, but not limited to, by way of membership of any Concert Party, and any rights or powers held by an Associate, Nominee or Connected Person shall be included for the purposes of determining whether an interest or interests amounts to a ‘Significant Interest’.
‘Specified Role’ means any role which, pursuant to the Youth Development Rules, requires the person fulfilling that role to hold an up to date UEFA B or UEFA A Licence (or equivalents or replacements to those qualifications) as a minimum.
‘Squad List’ means the list of Players eligible to participate in League Matches during a Season, in accordance with the provisions of Regulation 43.9.
‘Standard Loan’ means any loan of a Contract Player completed in accordance with the provisions of Regulation 55.
‘Subsidiary Undertaking’ has the meaning set out in Section 1162 of the 2006 Act.
‘Summer Transfer Window’ shall mean the period in between two Seasons during which Clubs shall be permitted to register Players, as more particularly described in Regulations 42.1 and 42.2.
‘Temporary Loan Transfer’ means a Standard Loan or International Loan, but excludes any Emergency Goalkeeper Loan completed in accordance with Regulation 57.
‘Transfer Fee ́ means any sum of money or other consideration (exclusive of Value Added Tax) payable by a Transferee Club upon the permanent transfer of the registration of a Contract Player.
‘Transferee Club’ means a Club (or club) to which the registration of a Contract Player is, or is to be or has been transferred (including on the basis of a Temporary Loan Transfer or Emergency Goalkeeper Loan) or which, in the case of an Under 24 Player, effects registration of that Under 24 Player with that Club (or club) pursuant to Regulation 67.
‘Transferor Club’ means a Club (or club) from which the registration of a Contract Player is, or is to be or has been transferred (including on the basis of a Temporary Loan Transfer or Emergency Goalkeeper Loan) or which, in the case of an Under 24 Player, holds his registration under the provisions of Regulation 67.3.
‘Transfer Window’ means the Summer Transfer Window and/or the Winter Transfer Window.
‘Trialist’ means a player playing in age groups Under 9 to Under 21 who is attending an Academy on trial under the provisions of Rule 231 of the Youth Development Rules.
‘Tripartite Agreement’ means any agreement between The Football Association Limited and The Premier League and The League relating inter alia to the formation of The Premier League.
‘Under 21 Player’ means a Player under the age of 21 as at the 1 January in the year in which the Season concerned commences (e.g. for Season 2020/21, born on or after 1 January 1999).
‘Under 24 Player’ means a Player who is not an Over 24 Player.
‘Winter Transfer Window’ shall mean the period in each Season during which Clubs shall be permitted to register Players, as more particularly described in Regulation 42.3.
‘Youth Development Rules’ means those Rules made in accordance with the provisions of Regulation 61.
1.2 Wherever in these Regulations reference is made to:
1.2.1 a document being signed by a specified Person may be signed either by:
(a) that Person actually signing the document in question or
(b) by using electronic software designed for that purpose.
For the avoidance of doubt, the signature by someone else on behalf of the specified Person, or the application of that Person’s signature by electronic means by another person, is prohibited. Nothing in this Regulation shall restrict the ability of a Club to submit any signed document by electronic transmission where this is permitted in these Regulations;
1.2.2 any rights of, the exercise of any discretion and/or any powers of The League, the rights, discretion and/or powers will be exercisable by such members of the Executive as are appropriate having regard to the nature of the matter to be considered (unless otherwise stipulated as being exercisable by the Board) and decisions of the Executive and/or Board shall be treated as decisions of The League. Nothing in this Regulation shall be deemed to prohibit or otherwise fetter the ability of the Board to delegate its powers, including to the Executive; and
1.2.3 a director of a Club or other body corporate, such references shall mean (without prejudice to the definition of ‘Relevant Person’ in Appendix 3) director or a shadow director for the purposes of or defined in the 2006 Act. However, where a Regulation refers to a director of a Club being entitled to represent that Member Club or being required to sign a particular document on behalf of that Member Club, such reference shall not include a shadow director.
1.3 Wherever in these Regulations the computation of time is involved, Sunday is to be reckoned as a day save in respect of the definition of and use of the defined term ‘Normal Working Day’.
1.4 These Regulations shall be published on The League’s website.
2 Alterations to these Regulations
2.1 Subject to the provisions of Regulation 2.2, no alteration, deletion or addition shall be made in or to these Regulations except in the manner provided in Article 13.
2.2 Taking into account the exceptional adverse impact generated by the decision of the Board on 13 March 2020 to postpone all League Matches, with effect from the date of adoption of this Regulation until 28 February 2021 the Board may by notice to all Clubs make provision:
2.2.1 disapplying or modifying, for a specified period, the automatic consequences for default of any Regulation(s) as otherwise set out in any Regulation(s); and/or
2.2.2 modifying, for a specified period, the requirements of any Regulation in so far as they relate to the holding of a League Match, (a ‘Board Directive’) save that a Board Directive may not amend, alter or otherwise affect any of those Regulations or sections of Regulations listed in Regulation 2.3.
2.3 Regulation 2.2 shall not apply to:
2.3.1 Regulation 9 – Method of Determining League Positions;
2.3.2 Regulation 10 – Promotion, Relegation and Play Offs (but not, for the avoidance of doubt, the Play Off Rules themselves which remain matters for the Board);
2.3.3 Section 8 – Disciplinary Proceedings; and
2.3.4 Section 9 – Arbitration, unless otherwise agreed in writing by all Clubs affected by any proposed Board Directive relating to any of the foregoing.
2.4 Regulation 95.2.1 shall not apply to any Board Directive.
2.5 A Board Directive may be revoked:
2.5.1 by the Board; or
2.5.2 by a resolution of all Clubs in accordance with the provisions of Regulation 2.6.
2.6 Revocation of Board Directives.
2.6.1 The Board will be required to propose a resolution to revoke a Board Directive where it is proposed by not less than 10% of the current Member Clubs and such proposal is received within 5 clear days of the Board Directive having been issued.
2.6.2 Any proposed resolution meeting the requirements of Regulation 2.6.1 will be circulated by the League to all Clubs for consideration in a manner equivalent to the process set out in Article 13A.
2.6.3 The Board Directive will only be revoked where a majority of all Clubs and a majority of Clubs in the Championship (present either in person or by proxy) vote in favour of the Resolution.
2.6.4 Revocation of any Board Directive shall not invalidate any actions taken pursuant to the Board Directive prior to such revocation.
2.6.5 Where Clubs do not approve the resolution to revoke the Board Directive, the Board Directive shall be final and binding on all Clubs and Section 9 shall not apply.