Navigating the January transfer window in an evolving regulatory landscape

The January 2025 transfer window opened on 1 January 2025 and closes at 23:00 on 30 January 2025 (GMT) and 23:00 on 3 February 2025 (GMT) for the women’s and men’s games respectively.

Details of transfer windows in other jurisdictions can be found via this interactive FIFA tool.

With clubs and agents looking to make the most of this shorter, mid-season window, this article will briefly highlight recent amendments to domestic and international football regulations that are likely to have an impact on permanent and/or loan deals over the course of the next month.

Key regulatory considerations 

Compensation for breach of contract following the Diarra case

Front and centre this January 2025 transfer window, are the regulatory changes brought about the CJEU’s decision in the Diarra case and the impact on contractual stability between players and clubs. A more detailed analysis of the decision and its implications can be found here.

The Diarra judgment prompted FIFA to introduce an ‘Interim Regulatory Framework’ (IRF) by way of amendments to the Regulations on the Status and Transfer of Players (RSTP), to address and redress aspects of the RSTP that the European Court of Justice had highlighted as being problematic (and incompatible with EU law). In summary, these are:

1. RSTP codification of "just cause"
   
   Contracts can be unilaterally terminated by a player or club where there is “just cause” to do so. Previously, there was no explanation within the RSTP of what constituted “just cause”. The uncertainty meant - especially where a player was the terminating party - exposure to imprecise, inconsistent and potentially arbitrary assessments of damages where they were found to have terminated their contracts without just cause. 
   
   Following criticism from the CJEU, a definition that essentially aligns with Court of Arbitration for Sport (CAS) jurisprudence has now been included. The RSTP now defines “just cause” as “any circumstance in which a party can no longer reasonably and in good faith be expected to continue a contractual relationship”. 
   
   This is a codification of long-standing CAS jurisprudence that - whilst still subjective - sets out the broad parameters of when it's acceptable to terminate contracts. See for example: CAS 2008/A/1518; CAS 2014/A/3706; CAS 2018/A/5771 & 5772 among several others.  
   
   In reality, the breakdown of trust and confidence has always been determinative in assessing whether it's acceptable for a party to terminate an employment contract and seek damages from the party in breach, as a consequence.
   
   
2. Calculating compensation for breach of contract
   
   Before the IRF took effect, the party in breach of contract was liable for damages, which was calculated by reference to uncertain and vague standards, such as the “specificity of sport” and “any other objective criteria”.
   
   Now, under the IRF, the calculation of damages is intended to be more specific and formulaic as it aims to restore the counterparty to the position they would have been in, had the contract been correctly performed. Under the IRF, a party that has suffered the breach is entitled to be compensated for their loss, as long as they can substantiate the quantum of damages suffered.
   
   
3. Shifting burdens of proof – joint and several liability
   
   The previous position under the RSTP was that if a player was required to pay compensation (because they breached a contract without just cause), the player and new club would be joint and severally liable for it. In other words, there was a presumption of joint and several liability for the player and his new club.
   
   Under the IRF, a player’s new club will only be joint and severally liable for damages if the claiming club (ie the previous club) can establish that the new club induced the player to breach their contract, thereby reversing the rebuttable presumption initially placed on new clubs.
   
   
4. Shifting burdens of proof – inducing breach during protected period
   
   Similarly, under the IRF, sporting sanctions apply to (i) any club in breach of contract during the protected period; or (ii) a player’s new club if it can be proved that the new club induced the player to breach their previous contract during the protected period. This is another reversal of the burden, which previously presumed that the new club had induced a breach of contract if it was during the protected period of the player’s contract with their previous club. Now, inducement - and as a result, sporting sanctions - is only established if the party alleging it (typically the previous club) can prove it.
   
   
5. Duty to collaborate
   
   With the reversed burdens of proof with respect to joint and several liability and inducements (see c and d above) comes a codified expectation of good faith and cooperation when put to proof on a certain fact in the Procedural Rules Governing the Football Tribunal. Therefore, if a former club or FIFA makes a request for disclosure of certain information (eg WhatsApp, Emails or other correspondence relating to the player in question) from the new club to support an inducement claim, the new club has a duty to cooperate with this request. Failure to do so may lead to adverse inferences being drawn, meaning that a tribunal could find in favour of inducement.

iFAS and TMS

All transfers/loans within England are processed through the FA’s online registration system – iFAS. Clubs must ensure that all submissions for player registrations are made via iFAS before 23:00 on deadline day of the respective women’s and men’s transfer windows. League/FA approval may follow after these deadlines, but clubs that miss these deadlines won't be permitted to register players until the next transfer window.

Similarly, FIFA’s online registration system - TMS - is used for the international transfer/loan of players.  

The FIFA Regulations on the Status and Transfer of Players (the RSTP) requires the association of the new club (the new association) to request for an International Transfer Certificate (ITC) from the former club’s association (the former association) in relation to the transfer of the player’s registration. 

Previously, the RSTP gave former associations the ability to reject an ITC request if the termination of a player’s contract was disputed by their previous club. This had the effect of potentially blocking the player’s international transfer to a club in the new association and was criticised by the CJEU as “reinforcing the impediment [on a player’s freedom of movement]”.

Under the IRF, the timeline for New Associations to respond to ITC requests has now been reduced from seven days to three days. This means that if the former association doesn't respond to the ITC request within 72 hours, the new association can immediately register the player with the new club.

FIFA’s intervention may be requested on ITC related matters in limited circumstances, but it will no longer be possible for a former association (whether acting independently or on behalf of a former club) to block an ITC request, even in the event of an ongoing contractual dispute between player and former club.  

In all cases, the issuance of an ITC will be without prejudice to any contractual dispute between player, new club and/or former club.  

Registering female players and coaches outside transfer windows

There has been an amendment to the FIFA RSTP about when ITCs can be granted to female players outside of registration periods. This amendment clarifies that ITCs can be granted outside of registration periods to those that aren't just on maternity leave, but also pregnancy, adoption or family leave. This is to bring the procedures in line with the more expansive protection for female players recently introduced by FIFA.

The 3&2 rule and loan registration limits

The 3&2 rule remains unchanged, allowing players to be registered with a maximum of three clubs during one season, but they can only play official matches for two clubs. A player moving between two clubs with overlapping seasons (summer/autumn vs winter/spring) can play for a third club in the same season if they've fulfilled their contractual obligations to their previous clubs and followed the rules about registration periods and contract lengths. For example, a player may have played the first half of this season for Club A in England, then move to Club B in Italy during this January transfer window. They may then be allowed to move and play for Club C in Brazil in July as their season only starts in March 2025.

Additionally, the registration limits for international loans are still capped at six incoming and six outgoing loans at any one time, excluding certain exemptions relating to players under 21 and club-trained players (even if over 21). The 6 loan limit does not apply to domestic loans. Furthermore, the loan of a foreign player already playing in England does not count as an international loan unless they have an international parent club.

Agent regulations

Whilst the proposed cap on Agent commissions remains suspended, those wishing to provide Football Agent Services in England, must be registered with The FA. This involves passing The FIFA Football Agent Exam.

Last year approx. 10,887 people took the exam with a pass rate of 40.4%. As outlined in the FIFA Football Agents Report: December 2024.

Notably, FIFA recently updated the FIFA Football Agent Regulations (the “FFAR”) (January 2025 version) to remove details about the format of the exam (ie that it would be 60 minutes long, conducted by a member association, with 20 multiple choice questions, and pass mark of 75%) and what it would cost to sit. Article 6 of the FFAR now simply states that the format and frequency of the exams would be communicated by FIFA from time to time.

On 13 January 2025, FIFA issued a circular to clarify that:

• The next (and only) exam of 2025 will take place on 18 June 2025
• The registration window for the exam runs from 4 March 2025 – 17 April 2025
• The exam will be held exclusively online, as opposed to centres designated by Member Associations
• The costs, format and other terms and conditions of the exam will be notified in due course

Our team at Mills & Reeve has assisted many agents in passing this exam through our free online training course and other bespoke training options. Click here for further information.

Registered agents should also be reminded that they must be separately authorised by both The FA and FIFA to represent minors.

Finally, licensed agents doing business in England should ensure that their Representation Agreements with players or coaches are correctly lodged on The FA’s Agent Portal. This protects agents in the event of a dispute and enables other agents to check with The FA if a player is already represented before approaching them, therefore avoiding any potential breaches or misunderstandings.

The FIFA Clearing House

The (relatively) recent FIFA Clearing House Regulations were introduced to (among other objectives) process transfer and training related payments between football clubs through a centralised system. Part of that process involves the generating of an EPP or an electronic player passport for each player transfer/registration that attracts training rewards (in the form of training compensation or solidarity payments).

The EPP is subject first, to an inspection process (open to all clubs and member associations), followed by a review process (open to clubs and associations that are linked with the transfer of the player). The EPP inspection process is open for 10 days, whereas the review process is open for 15 days (increased from 10 days previously). As part of the EPP review process, new clubs are required to submit waivers to TMS.  

As established by long-standing FIFA and CAS jurisprudence, waivers of training rewards must be “unmistakable”, “clear and unequivocal” (See for example, CAS 2017/A/5277). Crucially, any training reward waivers must be agreed by a new club with a training club, not third parties. The Clearing House Regulations enable training clubs to challenge the validity of a waiver furnished by a new club via TMS.

Governing body endorsements (GBE)

Clubs wishing to sign players that don't already have the right to play professional football in England (by virtue of citizenship or otherwise) must comply with The FA’s GBE Rules. There have been no significant changes to these rules for the 2024/25 season. Clubs do stand to benefit from the new “ESC” system – introduced in the summer 2023 transfer window – which enables them to sign less-established players that would otherwise fail to meet The FA’s GBE criteria. A summary of the ESC system is available here.

The sports law team at Mills & Reeve is on hand to meet your needs during what can be fast paced and high-stakes circumstances. Whether you're a club, an agent, a player or anyone with dealings in the football transfer window, please feel free to reach out for a conversation on how we can assist.

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