Contents:

4.1. Objectives

4.2. Definitions

4.3. Notification of Changes in Constitution, Control or Ownership

4.4. Changes in Control or Ownership

4.5. Relevant Persons

4.6. Material Reorganisations

4.7. Primary Considerations in Changes of Control or Ownership or Material Reorganisations

4.8. Provision of Information

4.9. Discipline

4.1. Objectives 

• 4.1.1. The objectives of this Regulation 4 are to ensure that Member Clubs are owned and controlled in a manner that is conducive to: 
  • i. the fair operation of competition structures to ensure that they based exclusively on merit; 
  • ii. ensuring that a Club’s league status cannot be circumvented by changes of ownership, mergers or reorganisations; 
  • iii. the financial viability of the Club; 
  • iv. the management of the Club having the necessary level of competence and integrity to run the Club effectively for the benefit of its stakeholders, without bringing the game into disrepute; 
  • v. transparency in the ownership and control of the Club; and 
  • vi. timely notification of any significant changes in its structure. 
• 4.1.2. This Regulation 4 seeks to minimise the administrative burden on volunteers by a proportionate approach to information requirements recognising the level at which a Club operates.

4.2. Definitions

• 4.2.1. For the purposes of this Regulation 4, the following definitions shall apply. Terms not specifically defined in this Regulation 4 shall have the meaning set out in Regulation 1 (Definitions): 
• “2006 Act” means the Companies Act 2006; 
• “Associate” means a person deemed to be: 
  • i. anyone of a close relationship with that person who, in the reasonable opinion of the RFU, is or is likely to be acting with that person; or 
  • ii. any company of which that person is a Director or over which that person is able to exercise control or influence; or 
  • iii. any person who is an employee or partner of that person or is in close relationship with any such employee or partner; or 
  • iv. if that person or any associate of that person is a company, then any holding company or subsidiary of that company or a subsidiary of its holding company, or any Director or employee of the company or any such holding company or subsidiary or person in a close relationship with any such Director or employee; or 
  • v. if that person has an agreement or arrangement (whether legally binding or not) with any other person in relation to the exercise of their voting power in a Club or in relation to the holding or disposal of their interest in a Club, then that other person, and the term “Associated” shall be construed accordingly. 
• “Authorised Signatory” means any person duly authorised by a resolution of a Club’s directors to sign a Club Declaration or any other document on the Club’s behalf; 
• “Club” means a non-voting club or a club admitted into voting membership of the Union in accordance with the RFU Rules and regardless of whether or not that club plays in a League and also includes such a club’s holding company, parent undertaking, subsidiary undertaking, subsidiary or associate of the club or an entity which in the RFU’s opinion is connected or associated with the club in such a way that it is seen as being part of the club and for the avoidance of doubt includes standalone Women’s clubs and those clubs where a women’s team plays in a League but the men’s team does not; 
• “Club Declaration” is the requirement for a Club to detail the Ownership position and all Relevant Persons of that Club, together with confirmation that none of those Relevant Persons are subject to any Disqualifying Conditions, in the form set out in Appendix 3; 
• “Consent” means the written consent of the RFU, and: 
  • i. in the case of Clubs in the Premiership, Premiership Rugby; and 
  • ii. in the case of Clubs in Premiership Women’s Rugby, Premier Women’s Rugby Limited 
• “Control” means the ability of an Entity, by whatever means, to secure that the affairs of a Club are or could be conducted or influenced in accordance with that Entity’s wishes; 
• “Conviction” means a formal finding made by a court or other body of competent jurisdiction wherever situated that a person is guilty beyond reasonable doubt of a criminal offence, whether that finding was made before or after these Regulations came into effect, and whether or not that finding is considered to be final pending resolution of any appeal against that finding and the word “Convicted” shall be construed accordingly;
• “Director” has the meaning set out in Section 250 of the 2006 Act; 
• “Dishonest Act” means any act which could reasonably be considered to be dishonest; 
• “Disqualifying Conditions” means the disqualifying conditions set out in Appendix 2; 
• “Entity” means an individual, body corporate, partnership, trust or any other entity; 
• “Exempt Club” means a Club: 
  • i. whose most senior XV plays in National League 1 (formerly Level 3) or below, or Women’s Championship and below; and 
  • ii. in which no Entity or Associated Entities have either Control or Ownership of the Club, or of any other Entity considered by the RFU to form part of the 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; 
• “Indirect Ownership” means an Entity which is deemed to be indirectly owning or controlling a Club by virtue of: 
  • a) it owning or controlling an Entity which directly or indirectly owns or controls a Club (irrespective of the number of Entities interposed between the two); or 
  • b) pursuant to an agreement or understanding (whether formal or informal) an Entity co-operates with another to obtain or secure control of a Club; or 
  • c) a connected person of an Entity owns or controls a Club. The term “connected person” is to be construed widely, but will include the following (which is a non-exhaustive list): 
    • i. In the case of an individual, that individual’s spouse, civil partner or other relative; 
    • ii. Any Entities involved together in a trust, whether as a trustee, settler or beneficiary; 
    • iii. Any Entity involved in partnership together (in any business) with the entity which owns or controls a Club; 
    • iv. A company is connected with another company if it holds any interest in the shares of that other company or the same Entity or any person connected to that Entity has control of both companies; 
    • v. A company is connected with another person if that person is an officer, employee or shareholder with 5 per cent, or more, of the authorised share capital of the company or is connected to an officer, employee or such shareholder of the company; 
    • vi. Any two or more persons acting together to secure or exercise control of a Club shall be treated as being connected with one another. 
  • d) For the purpose of this regulation indirect ownership or control shall be widely construed; 
• “Insolvency Event” shall have the meaning as set out in RFU Regulation 5; 
• “Level” shall, in relation to a Club, be determined by the highest level at which that Club’s most senior team operates, and is split as set out below: 
  • a) Premiership Level – Men’s Premiership; 
  • b) Championship Level – Men’s Championship and Premiership Women’s Rugby; 
  • c) National Level – Men’s National 1 & 2, and Women’s Championship 1 & 2; 
  • d) Community Level – all other RFU Leagues; 
• “Material Reorganisation” means any merger, de-merger, takeover, acquisition or any other solvent reorganisation or amalgamation of corporate structure or Club governance as the RFU may determine; 
• “Ownership” means (without limitation) the holding of and/or possession of the beneficial interest in any number or class of shares in a company which owns the assets of a Club where those shares entitle the holder to participate in more than 25% of any dividend declared (in the relevant class if applicable), to exercise voting rights applicable to shares or other securities in the Club which confer in aggregate on the holder(s) 25% or more of the total voting rights exercisable at general meetings of the Club, or to more than 25% of the company’s assets on a winding up, and the terms “Own” and “Owner” shall be construed accordingly; 
• “Personal Declaration” is the requirement for a Relevant Person to confirm, in the form set out at Appendix 4, the extent of their involvement with a Club and that they are not subject to any Disqualifying Conditions; 
• “Relevant Person” means in respect of any Club an individual person (and not an 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 be a Relevant Person for the purposes of these regulations: 
  • i. a director as defined by Section 250 of the 2006 Act; 
  • ii. a shadow director as defined by Section 251 of the 2006 Act; 
  • iii. a person registered as a director or secretary of the Club with the Registrar of Companies; 
  • iv. a person for whom a Form AP01 (to be filed with the Registrar of Companies) has been completed in relation to the Club; 
  • v. a person who has been elected to become a director of the Club at a meeting of the board of directors of the Club; 
  • vi. a person who has been elected to become a director of the Club at a meeting of the members of the Club; 
  • vii. a person in accordance with whose directions or instructions the persons constituting the management of the Club are accustomed to act;
  • viii. any Authorised Signatory; 
  • ix. 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; 
  • x. any person appointed by those with Control over the Club to represent their interests in the management of the Club; and 

  • xi. 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; 

• “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. “Sports Governing Body” means any ruling body of a sport that is recognised by the International Olympic Committee, UK Sport, Sport England, another of the home country sports councils, or any other national or international sporting association, league, association or other competent governing body of any sport, wherever situated; 
• “Unspent” means the following period is still running in respect of the Conviction in question: i. the period during which the Conviction is considered unspent under the Rehabilitation of Offenders Act 1975; or ii. (where the Rehabilitation of Offenders Act 1975 does not apply for any reason) the period during which the Conviction would have been considered unspent under the Rehabilitation of Offenders Act 1975 had that Act applied to the Conviction. 

4.3. Notification of Changes in Constitution, Control or Ownership 

• 4.3.1. All proposed material changes in constitution or changes in the Control or to the Ownership of a Club must be notified to the RFU Legal and Governance Director, whom shall determine whether any additional information is required having regard to the information and considerations outlined in Regulation 4.7 and Appendix 1 (in which case the Club shall be required to provide it by such deadline as required) and whether Consent for such change(s) is required. 

4.4. Changes in Control or Ownership 

• Consent requirements 
• 4.4.1. Subject to Regulation 
• 4.4.2. all material changes in the Control or Ownership of a Club shall require Consent. The RFU may make any Consent to a change of constitution, Control or Ownership subject to any conditions. 4.4.2. Regulation 4.4.1 shall not apply to an Exempt Club except where a material change in the Control or Ownership of that Club would cause that Club to cease to be an Exempt Club. 
• 4.4.3. Regulation 4.7 shall apply to the decision of the RFU in relation to whether to give Consent to any material changes in the Control or Ownership of a Club. 
• 4.4.4. For the purposes of Regulation 4.4.1, it shall be for the RFU to determine what constitutes a material change, on a case by case basis, and the RFU shall have regard to the overall impact of such a change on the Club or Clubs involved, however, the following shall not constitute a material change (and therefore shall not require Consent): 
  • (a) a circumstance in the ordinary course of business and outside of a Material Reorganisation in which an individual director is appointed or ceases to act as such (unless they are a sole director) subject to, in the case of the appointment of an individual Director to Clubs at Premiership and Championship Level, that Director completing a Personal Declaration and submitting it to the RFU (and to Premiership Rugby and Premier Women’s Rugby Limited as applicable) prior to appointment; 
  • (b) where there is a change in Ownership of 10 per cent or less in the beneficial ownership or shareholding of a Club (unless such interest results in a change of Control); or 
  • (c) where the contract of employment of a Relevant Person is terminated (whether lawfully or otherwise); 
  • (d) a Club suffering an Insolvency Event, in which case Regulation 5 shall apply. 
  • Consequences of lack of Consent 
• 4.4.5. If the constitution or Control or Ownership of a Club changes to a material extent without prior Consent having been given to such change, the RFU may impose a sanction on that Club, which may include but shall not be limited to: suspension of allocation of tickets for international matches, a restriction on the Club’s ability to Effectively Register players, suspension from any RFU Competition or suspension or termination of Membership of the RFU with immediate effect, all at the absolute discretion of the RFU. 
• 4.4.6. If Membership of such Club is withdrawn pursuant to Regulation 4.4.5 above (or in any other case), the Club must comply with RFU Rule 5.6 and the criteria and conditions of membership set out in RFU Regulation 3, as if it were a new applicant, if it wishes to re-apply for membership of the RFU. 

4.5. Relevant Persons 

• Appointment of Relevant Persons 
• 4.5.1. If any person proposes to become a Relevant Person of Club at Premiership Level and Championship Level, the Club must provide a duly signed Personal Declaration to the RFU at least 14 days prior to their appointment or engagement. Where a person proposes to become a Relevant Person of a Club as part of a change of Control or Ownership, Regulation 4.4 shall apply. 
• 4.5.2. In relation to a Club at Premiership Level and Championship Level, no person may do anything that brings them within the definition of a Relevant Person, and no Club may permit a Person to do anything that brings them within that definition prior to submitting a Personal Declaration to the RFU and Consent being provided to the Club. 
• 4.5.3. For the avoidance of doubt, a Club’s status as an Exempt Club under this Regulation 4 does not negate any requirements set by other regulatory bodies in relation to the notification of Relevant Persons or declarations as to fit and proper persons. 
• Annual Certification 
• 4.5.4. Clubs at Premiership Level and Championship Level must submit a Club Declaration to the RFU (and Premiership Rugby and Premiership Women’s Rugby as applicable) as part of the annual Minimum Standards Criteria process applicable to Clubs at Premiership Level and Championship Level, the deadline for which will be set by the RFU and communicated to Clubs. Subject to Regulation 4.5.5, this Regulation 4.5.4 shall not apply to Exempt Clubs. 
• 4.5.5. For Clubs which are promoted from National Level to Championship Level, the Club must submit a Club Declaration to the RFU, and all Relevant Persons at the Club must submit a Personal Declaration to the RFU prior to the end of the Season in which they would be promoted. 
• 4.5.6. To the extent a Relevant Person becomes subject to any one or more Disqualifying Conditions during the period in which that Relevant Person Owns or is employed by a Club, they must notify the RFU’s Legal and Governance Director within 24 hours of becoming subject to such Disqualifying Condition(s) and the RFU may impose such conditions in respect of that Relevant Person as it deems fit having considered all the circumstances, including but not limited to: 
  • (a) referring that Relevant Person’s conduct to the RFU Head of Discipline in accordance with RFU Regulation 19 to the extent that becoming subject to such Disqualifying Condition(s) is considered to be prejudicial to the interests of the Game and/or likely to bring the Game into disrepute; 
  • (b) requiring that Relevant Person to resign from the Board and/or any other position of employment with the Club until such time as they have demonstrated to the satisfaction of the RFU their fitness to be a Relevant Person or involved in the management of the Club and Consent has been provided; and/or 
  • (c) requiring the Relevant Person or the Club to comply with any other measures it deems necessary to secure the good governance of the Club. 
• 4.5.7. The RFU may, in its absolute discretion, require a Club or Relevant Person(s) to submit or re-submit a Club Declaration or a Personal Declaration at any point during the Season if it reasonably believes it necessary to do so in line with the objectives set out in Regulation 4.1. 
• 4.5.8. Personal Declarations must be accurate, complete and not misleading. 
• 4.5.9. Clubs and Relevant Persons must take all reasonable steps to ensure that Club Declarations are accurate, complete and not misleading. 
• 4.5.10. If the RFU has reason to believe that a Club Declaration or Personal Declaration contains inaccurate, false and/or misleading information, the matter will be referred to the RFU Head of Discipline in accordance with Regulation 4.9. 

4.6. Material Reorganisations 

• 4.6.1. No Material Reorganisation of a Club may take place without Consent and the RFU may impose such conditions on any Consent as it considers proper in the interests of the Game. 
• 4.6.2. No Material Reorganisation may take place during the Season and all Material Reorganisations must be concluded and effective not less than one month prior to the commencement of the next Season. 
• 4.6.3. No Material Reorganisation of any Club or Clubs with any club or clubs in membership of another Union or Unions may take place without the prior written consent of all Unions concerned (including the RFU). 
• 4.6.4. For the purpose of these Regulations a Material Reorganisation of a Club or Clubs shall be deemed to arise where: 
  • (a) one or more previously independent Clubs or other clubs merge (or de-merge) or amalgamate to form one Club or other clubs (or two or more Clubs or other clubs in the case of demerger) by whatever means; 
  • (b) one or more Clubs or other clubs acquires whether by purchase of shares or assets by contract or by any other means, Control or Ownership of the whole or part of one or more other Clubs or other clubs; 
  • (c) Except in respect of Exempt Clubs, a holding company, subsidiary or subsidiaries are created or re-organised in order to hold assets and/or liabilities which concern in any way the operation of the Club; 
  • (d) material financial support, which has the effect of giving Control, Indirect Control or influence akin to Control, is provided by a third party other than by a Relevant Person, it being for the RFU to determine in their discretion what level of financial support would constitute “material” depending on the Level of the Club’s most senior XV and any other factors it considers to be relevant; 
  • (e) the movement of individual teams within a Club to another Club which has, or is considered by the RFU to have the effect of improving that team’s position in the RFU Leagues by means other than sporting performance; 
  • (f) any other circumstances within which the RFU, in its reasonable opinion, deems a Material Reorganisation to have taken place. 
• 4.6.5. For the avoidance of doubt, Material Reorganisations shall also be subject to all other relevant RFU Rules, RFU Regulations and World Rugby Regulations. 
• 4.6.6. In no circumstances can the league position or any right to play in any RFU Competition held by a Club be assigned, licensed or in any other way transferred, by Material Reorganisation or otherwise, without prior Consent. 

4.7. Primary Considerations in Changes of Control or Ownership or Material Reorganisations 

• 4.7.1. When considering a change of Control, Ownership or a Material Reorganisation of a Club (including whether that Club is an Exempt Club), the RFU may take account of the following: 
  • (a) Financial Sustainability of the Club 
    • i. The RFU may consider whether the Club will be financially sustainable (in at least the short to medium term), and in no worse position to its current position, as a result of the change of Ownership. 
    • ii. The RFU may review proof of funds, current P&L and balance sheets and examine forecasts for the three years after the change of control; and how any working capital is to be financed if the Club is not to be self- sustaining, and this is deemed appropriate by the RFU. 
  • (b) Owners’ and Directors’ Test
  • On any proposed Change of Control, Ownership or Material Reorganisation, Consent must be given in respect of all Relevant Persons that are or who are proposed to become a Relevant Person of a Club. In particular: 
    • i. The Club must supply a signed Personal Declaration in respect of any person who is proposed to be a Relevant Person in relation to the Club. 
    • ii. No person who is subject to a Disqualifying Condition may become a Relevant Person in relation to the Club without Consent. 
    • iii. The RFU must be satisfied with the knowledge, experience, and competency of a proposed owner and management to operate the Club effectively; and if so whether or if such operation may bring the Game into disrepute, as a subjective test 
  • (c) Common Ownership
    • Common Ownership 
      • i. No Entity may Control, Own or hold Indirect Ownership of more than one Club except with Consent. 
      • ii. This regulation shall be interpreted broadly to give effect to the underlying intention that no Entity or group of Entities, acting alone or in concert, shall Control, or be in a position to Control, either directly or indirectly more than one Club without Consent. 
      • iii. Subject to obtaining Consent, sub-paragraph (i) above shall not prevent the temporary Ownership of more than one Club which arises out of the legitimate merger of two or more Clubs, provided that the Ownership of more than one Club does not extend beyond three months. 
      • iv. Common Ownership of more than one club, whether both in England or with one overseas, is subject to World Rugby Regulation 14. 
      • v. The RFU may have regard to the effect any common Ownership of two Clubs would have on the integrity of the leagues in which either of those Clubs participate. This may include, without limitation, the ability, or any perceived ability, of commonly Owned Clubs:
        • (i) to interfere with the integrity of a match between them; 
        • (ii) to work in such a way as to disadvantage third party Clubs (for example where the performance of one Club will affect the other commonly-owned Club in the same competition, such as in EPCR group stage competition); or 
        • (iii) to allocate resources such as to artificially distort competition (for example by manipulation of any salary cap, or bv another Club becoming a “feeder club”). 
      • vi. The RFU may also have regard to the broader interests of rugby union in England, including: 
        • (i) the development of players qualified to play for England; 
        • (ii) any effect on England representative teams; and 
        • (iii) the development of young players, whether professional or amateur. 
  • (d) General Considerations 
  • In addition to the above, the RFU may also have regard to: 
    • i. any other relevant regulations, including World Rugby Regulation 14, and the EPCR participation requirements (where applicable); 
    • ii. any material effects on other stakeholders; 
    • iii. the needs of the relevant Club balanced with the wider interests of the Game; 
    • iv. whether there are any other proposals to consider (or likely to be able to consider in the short term). 
• 4.7.2. When making its decision, the RFU may reject, approve, or approve with conditions. 
• 4.7.3. The ability of the RFU to consider whether it would be possible to impose any conditions on a change of Control, Ownership or Material Reorganisation would resolve any concerns the RFU has in a more proportionate way than refusal. 

4.8. Provision of Information 

• 4.8.1. The RFU may at any time, and in its absolute discretion, seek information about the Control or Ownership of a Club. 
• 4.8.2. All Clubs and Relevant Persons shall promptly provide in full any such information and/or documentation as the RFU may require in order to conduct enquiries in relation to Relevant Persons and shall cooperate with any third parties who the RFU may commission in their sole discretion to assist in determining the suitability of a Relevant Person prior to Consent being given. 
• 4.8.3. Clubs and Relevant Persons must promptly, accurately and honestly provide such assistance and full cooperation as may be required by the RFU in relation to any regulatory investigations, including without limitation cooperating with spot checks, auditing, attendance at interviews and hearings, and the prompt, full and honest provision of requested information. Failure to cooperate shall constitute a breach of this Regulation 4 by the Club or a Relevant Person(s). 

4.9. Discipline 

• 4.9.1. Any breaches or suspected breaches of these Regulations may be referred to, and investigated by, the RFU’s Head of Discipline and disciplinary proceedings in respect of a breach shall be conducted in accordance with Regulation 19. 
• 4.9.2. Subject to any right of appeal and save as otherwise set out in Regulation 
• 4.9.3 below, the RFU shall be entitled to impose such sanction and penalties as it deems necessary and appropriate in respect of the relevant breach of the Regulations. 4.9.3. Without prejudice to any of the above Regulations, where it is determined by the RFU’s Head of Discipline that a Club or a Relevant Person has not complied with the Regulations as set out below, the Club or Relevant Person hereby agrees that the RFU shall be entitled to impose the fixed sanctions set out below in respect of that breach:

• REGULATION BREACH	FIXED SANCTION
  4.5.1 Late filing of Personal Declaration by a Relevant Person prior to appointment	If provided between 13 days and 8 days in advance of appointment: - £1,000 for Clubs at Premiership Level - £375 for Clubs at Championship Level If provided 7 days or less in advance of appointment: - £2,000 for Clubs at Premiership Level - £700 for Clubs at Championship Level
  4.5.2    Change of Relevant Person without Consent	£7,500 for Clubs at Premiership Level £1,125 for Clubs at Championship Level
  4.5.4 Failure or late filing of Club Declaration	If provided up to 7 days after the relevant deadline as outlined in the applicable Minimum Standards Criteria: - £1,000 for Clubs at Premiership Level - £375 for Clubs at Championship Level If provided 8 days or more after the relevant deadline as outlined in the applicable Minimum Standards Criteria: - £2,000 for Clubs at Premiership Level - £700 for Clubs at Championship Level