UK Law and Practice Contributed by: Alistair McHenry, Sofia Antipatis and Rebecca Dods, Tyr
4. Corporate Structures 4.1 Legal Forms of Sporting Bodies
4.2 Corporate Governance Codes UK sport does not operate under a single govern - ance statute. Instead, standards arise from regulatory codes, funding requirements, industry frameworks and general company law. Together, these create expecta - tions of transparency, accountability and responsible financial management across the sector. Governance Codes and Their Application Two principal codes shape governance standards: • The Code for Sports Governance (UK Sport/Sport England) – this applies to all organisations receiv - ing government or National Lottery funding. It sets binding requirements on board composition, transparency, risk management, integrity measures and, since 2021, detailed diversity and inclusion planning. Compliance is enforceable: in 2017 Table Tennis England had public funding suspended for non-compliance. • The Voluntary Code of Good Governance (Sport and Recreation Alliance) – this provides a recog - nised benchmark for organisations outside the public funding system. Owners’, Directors’ and Senior Executives’ Tests Certain sports impose additional suitability require - ments on senior personnel. In football, long-standing fit-and-proper tests were strengthened by the Football Governance Act 2025, which created the Independ - ent Football Regulator (IFR). From May 2026 the IFR will conduct statutory assessments of owners, direc - tors and senior executives across the top five tiers of English football, evaluating integrity, competence and financial soundness. Its effectiveness compared to the long-established tests will be interesting to assess but its new powers are clear: sanctions include fines of up to 10% of annual club revenue, personal penal - ties and, in serious cases, forced divestment. Other sports, such as rugby, maintain their own suitability tests. In 2027, the IFR will implement a licensing sys - tem for clubs. Duties of Officers and Governance Behaviour Leaders must comply with sector-specific govern - ance codes and broader legal duties. Company offic - ers must follow the Companies Act 2006, including promoting the success of the organisation, exercising
Sporting bodies in the UK use a wide range of legal structures, reflecting the sector’s diversity – from elite commercial organisations to small volunteer-run com - munity clubs. Unincorporated Associations At grassroots level, most amateur clubs begin as unin - corporated associations. This is the simplest model: no registration is required, administration is light, and the club operates under its own constitution or rules. For informal groups with limited assets and no employees, it is cost-effective and accessible. Incorporated Structures Companies limited by shares Professional clubs and commercially focused organi - sations commonly adopt this structure. It provides separate legal personality, limited liability for share - holders, and the ability to enter contracts, borrow money and hold assets in the organisation’s own name. The entity running the club in question is usually part of a more complex group or ownership structure. Companies limited by guarantee Many governing bodies, community clubs and mem - bership-based organisations incorporate as compa - nies limited by guarantee. With no shareholders and no profit distribution, this model suits bodies reinvest - ing income into the sport. Members’ liability is limited to a nominal sum. Charitable incorporated organisations (CIOs) Where objectives qualify as charitable, a CIO provides a bespoke charity structure offering limited liabil - ity and separate legal personality. CIOs benefit from charitable tax advantages and public trust, but face stricter operational limits, fundraising rules and higher governance obligations. Community interest companies (CICs) CICs are intended for organisations operating for community benefit. They may be limited by shares or guarantee but must comply with an “asset lock” ensuring profits and assets support community pur - poses rather than shareholders.
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