What To Say When They Claim It’s the Same Club

“The club and company are separate.”

No, they are not.

When a club, any club, incorporates, it becomes a company. There is no club any more. It may still be referred to as, “the club,” but it is now a company, indistinguishable in Scots law from its corporate identity.

“But Lord Nimmo Smith said Rangers FC continues to exist.”

Not really.

LNS’ Reasons for Decision dated 12th September 2012, had a specific purpose. He was clarifying the definition of “football club,” for the purposes of the SPL investigation into Rangers’ use of dual contracts. LNS effectively explained why Sevco Scotland had an interest in the proceedings and a right to representation.

What LNS was not doing, was ruling whether or not in Scots law Rangers FC (1872) still existed.

Everyone remembers LNS stated:

“In common speech a Club is treated as a recognisable entity which is capable of being owned and operated, and which continues in existence despite its transfer to another owner and operator. In legal terms, it appears to us to be no different from any other undertaking which is capable of being carried on, bought and sold.”

What is not recalled so often is that LNS went on:

“This is not to say that a Club has legal personality, separate from and additional to the legal personality of its owner and operator. We are satisfied that it does not, and Mr McKenzie did not seek to argue otherwise. So a Club cannot, lacking legal personality, enter into a contract by itself.”

As we all know, UEFA define clubs as, “legal entities,” so while “Rangers FC” was a football club for the purposes of the SPL investigation, it is not a football club as defined by UEFA.

“Rangers’ membership of the SFA was transferred to newco. It’s not a new membership, so we’re still the same club.”

No.

Rangers FC was founded in 1872, the year before the SFA was formed. Rangers FC was a football club before the SFA existed, therefore membership of the SFA does not make Rangers FC a football club. Nor does it make them the same club as previously held the membership.

Also, as far as can be ascertained, SFA member clubs are not issued with membership numbers. How then can we be sure that Rangers (2012) even do hold the same membership as the old club?

And how about this – when Rangers played Brechin in August last year, they did so on a, “conditional membership” of the SFA, while the old club still held their membership!

So there was a point in time in August last year when there were simultaneously TWO legal entities with SFA memberships, calling themselves “Rangers.”

In fact, the Rangers that played Brechin in August had not been allowed by the SFA to play in any pre-season friendly matches because they did not hold a membership, while a different “Rangers” was a member.

So how can the current Rangers possibly be the same club as the one founded in 1872, when they were simultaneously members of the SFA?

“The SFA, UEFA, ECA, ASA all recognise us as the same club.”

This one is a real mess and as usual, the responsibility lies with the SFA.

The SFA has in fact never stated that Rangers (1872) continues. Through a mixture of cowardice, pragmatism and reluctance, the SFA has officially stated precisely nothing publicly with regards to the new club/same club issue.

What the SFA has done, through inaction, is allow the same club myth to grow.

UEFA likewise, have stated nothing publicly with regards to the new club/same club issue. An indication of how UEFA are likely to regard the club currently playing at Ibrox is their treatment of Derry City.

Derry City entered liquidation in 2009, and a new club was formed from the ashes. In 2012, the new Derry City qualified for the Europa League, but was refused a place by UEFA, on the grounds that they had not been members of the FAI for three consecutive years.

This year, Derry City have again qualified for the preliminary rounds of the Europa League, but have not been credited with the coefficient points of the old club, despite their still appearing on the coefficient table.

It seems clear that while UEFA will state nothing publicly about Rangers, UEFA will apply Article 12 of the FFP regulations if and when they qualify for Europe.

The European Club Association’s position as regards Rangers was informed by the SFA. The ECA were told by the SFA that Rangers had been demoted to the Third Division, which is quite clearly inaccurate.

On the basis of inaccurate information supplied by the SFA, the ECA then voted Rangers Football Club plc out of their organisation, and voted The Rangers Football Club Ltd in, as an associate member.

Whatever the ECA’s position on Rangers, they are not a football governing body.

The Advertising Standards Association recently decided it was allowable for Rangers to claim to be, “Scotland’s most successful football club.”

It turns out though that their investigation was less than thorough, amounting to asking Rangers if they were in fact the same club. On receiving a, “yes,” the ASA decided that the case was closed.
However, the ruling is now the subject of an appeal and one would hope a proper investigation is made this time.

Again though, the ASA is not a football governing body.

“Sevco Scotland bought the club from Duff & Phelps.”
I’m afraid not.

In every document they issued as administrators of Rangers, Duff & Phelps routinely defined Rangers as “’the company’ and ‘the club.’”

Nowhere in the asset purchase is “Rangers FC” or “the club” listed as amongst the assets sold to Sevco Scotland, or Sevco 5088.

Duff & Phelps sold Ibrox Stadium, Murray Park, the lease on the Albion carpark and Rangers’ trademarks to Sevco Scotland.

Sevco Scotland did not purchase as single share in The Rangers Football Club plc, the entity formed in 1872 and incorporated in 1899.

“Ah, but Sevco Scotland bought Rangers’ history along with the assets.”

We are now into the realms of comedy.

History simply cannot be bought.

“A football club is the stadium, players and fans. It’s still a club called ‘Rangers’ playing in the same stadium, same strips and in front of the same fans.”

Can we refer to this as “the Kit-Kat theory?”

This is a sentimental, almost romantic view of the meaning of “football club.” Let’s think though – did Southampton become a new club when they left The Dell and moved to St Mary’s?

Did Cardiff City become a new club when they changed their colours from blue to red?

Is there a club anywhere in the world more than 100 years old, still playing in front of the same fans as when they were founded?

We cannot avoid returning to the salient point here – football clubs are legal entities responsible for football teams.

No matter what imaginative mental contortions Rangers fans come up with to justify their claim that their club was formed in 1872, just concentrate on that one, single point.

A football club is a legal entity responsible for the running of a football team.

If “Rangers FC” is a separate entity from The Rangers Football Club Ltd, it can exist only in the ethereal realm of the collective Rangers consciousness.

Sevco Scotland’s “Rangers FC,” can never qualify for a UEFA license for the following reasons related to Article 12 of the FFP regulations:

1) It is not a legal entity responsible for the running of a football team
2) As it is not a legal entity, it is not, and can never be, a member of a national association.
3) As it is not a legal entity, it does not have, and never can have, a contractual relationship with a member of a national association

The legal entity responsible for the running of a football team out of Ibrox Stadium is The Rangers Football Club Ltd (formerly Sevco Scotland).

The member of the Scottish Football Association currently operating out of Ibrox Stadium is The Rangers Football Club Ltd (formerly Sevco Scotland), formed in 2012.

The member of the Scottish Football Association currently operating out of Ibrox Stadium has, and can have, no contractual relationship with the ethereal “Rangers Football Club” its fans claim to support because lacking legal form, it cannot enter into a contractual relationship.

In two years’ time, The Rangers Football Club Ltd will meet the criteria for a UEFA Club License. UEFA will not be able to “recognise” it as a club formed in 1872, because the legal entity that is the football club playing out of Ibrox was formed only in 2012.

I’m sure we can all agree that there are no problems with The Rangers Football Club Ltd positioning itself as the successor club of the 140 year old club that slipped into liquidation in 2012.

There can be no possible objections to their fans taking whatever pleasure they can from the numerous titles and cups won by the old club.

What we cannot accept though, is a one year old club claiming titles and trophies won in the Victorian era as their own.

What must be remembered though is that The Rangers Football Club Ltd is not the real villain of this piece.

The real villain is the Scottish Football Association, which feeds and nurtures the same club myth with its public silence and private misinformation to anyone who asks if The Rangers Football Club Ltd as the owners of a football club founded in 1872.

It’s time to end the deception!

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18 Comments

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18 responses to “What To Say When They Claim It’s the Same Club

  1. valentinesclown

    Hell will freeze over before Campbell Ogilvie’s SFA will make a decision on Newco being just that a Newco. They will sit on their corrupt a***s and hope like the FTTT and the LNS (thanks to Mr Bryson) investigation and all other future investigations are in favour of the Govan club. When the UTT sits in July Ogilvie’s a*** will be like a camera shutter in overdrive because as the RTC stated back in the begging of this EBT fiasco, “if Rangers win their appeal at the FTTT then HMRC will appeall and appeal the decision as the evidence is overwhelming”

    Also recent statement from minty Murray will not ease the pressure on Ogilvie’s gut.

    They are a new club, deal with it SFA. We all can say it, they are a new club what is so hard about those 4 little words. You are familiar with another 4 little words, without fear or favour. Grow a set and man up for the sake of our game and put a dent in Ally,s 4 little words and show them they are people on the same level as all of us and now as Ally stated “WATP”

    Only in our wee country would such an corrupt level of rule changing/bending at every level take place to save such a disgraced club
    But alas liquidation is what it is deal with it

  2. Auldheid

    The failure to clarify definitely lies with the SFA.

    The matter was raised on SSB about 6 weeks ago and they were spouting that they were ineligible for Europe for 3 years because of unaudited accounts and unpaid tax.
    I remember one pundit saying he had asked the SFA and this was the reason given for the 3 year exile.
    In fact Rangers were ineligible for season 2013/13 only as the articles that relate to unaudited accounts and unpaid tax are annual stipulations for the coming season only

    What the SFA did NOT tell journos was that THE Rangers were exiled for 3 years under Article 12.

    I wrote to SSB to put the record straight and will post the letter later.

    Its good to see the actual reason now being reported all over the web although the reason is still expressed at times as needing 3 years accounts. After 3 years membership a club should have 3 years accounts so it is easy to see how the misconception arose, but well done on bringing it out once more plus the other well argued reason why the same club insistence is emotional nonsense devoid of reason.

  3. Letter to SSB 18 May 2013

    Jim

    I know the subject turns folk off but the views on UEFA regarding old and new Rangers are not being presented on air in a balanced way.. Rangers were NOT barred for three years for not having audited accounts or unpaid tax. There is no such provision in UEFA rules The bar on those grounds is an annual one and if a club the season after being disallowed presented audited accounts and paid taxes a licence request would be considered and granted. This is justly so.

    The rule that has put UEFA competition beyond the pale for three years for The Rangers is Chapter 2 Article Twelve which I have reproduced below in an on line exchange to clarify the position. Please have a read and pass amongst your panel members so that they do not mislead listeners because they, like many, were misled when the SFA were negotiating the 5 way agreement and did not say with clarity why a THREE year ban applies and not an annual one until audited accounts and paid tax criteria are met.

    I appreciate Article 12 repudiates the idea of there being a club separate from a company as a legal entity, but UEFA guidance is there in black and white. That they allowed the SFA to do what they did is suggested below. Under Article 12 The Rangers do NOT have three years unbroken membership of the SFA and until the SFA make a case for an exception to be made The Rangers in UEFA’s eyes have to be a different club from Rangers.

    That they are the same in spirit no one can argue certainly not I. but the public have not been correctly informed on this issue. You could of course ask UEFA for an opinion but unless a well founded case for an exception was made BY THE SFA, UEFA are bound to say that under Article 12 The Rangers are a different football club from Rangers

    Auldheid

    · Saint Stivs
    19:20 on
    16 May, 2013
    Ignoring the fact they are a new club and dont have 3 years accounts,

    if rangers had reached the cup final, and qualified for a european space, would they get the co-efficient points of Rangers oldco …………

    EM NAW.

    someone ask clyde for me, i couldnt without losing the rag.
    ++++++++++++++++++++++++++++++++++++
    The requirement for 3 years accounts is not actually the UEFA rule. The UEFA rule is in Chapter 2 Article 12 and states:

    A licence applicant may only be a football club, i.e. a legal entity fully responsible for a football team participating in national and international competitions which either:
    a) is a registered member of a UEFA member association and/or its affiliated league (hereinafter: registered member); or
    b) has a contractual relationship with a registered member (hereinafter: football company).
    2 The membership and the contractual relationship (if any) must have lasted – at the start of the licence season – for at least three consecutive years. Any alteration to the club’s legal form or company structure (including, for example, changing its headquarters, name or club colours, or transferring stakeholdings
    between different clubs) during this period in order to facilitate its qualification on sporting merit and/or its receipt of a licence to the detriment of the integrity of a competition is deemed as an interruption of membership or contractual relationship (if any) within the meaning of this provision.

    From this it is quite clear that UEFA, had The Rangers been put forward for a UEFA competition, would have said NO because a change to Rangers legal form and company structure (new one taking over) had clearly taken place and the SFA had not put forward a well founded case to grant an exception (as a further rule (Article 15) allows to cover unusual case by case circumstances ).

    The SFA decided there was no point making any exemption case because there was also the matter of the lack of audited account and unpaid social tax (which is a one year exclusion if dealt with) and that was given by them as the reason why Rangers would not be granted a UEFA licence NOT that The Rangers also failed the above UEFA rule that covers restructuring that impacts the integrity of their competition

    UEFA’s default position is that a club that changes its corporate structure has had its association membership broken as far as qualification for UEFA competition goes unless it can be shown that it does not impact on the integrity of their competition. The last thing the SFA considered in the 5 way agreement was the integrity of their own competition and in that sense were in breach of the principle the UEFA rule stood for.

    The unpaid tax/unaudited accounts was a convenient way of avoiding the risk of UEFA saying they did not recognise The Rangers as the same legal entity which allowed the SFA to obsfuscate on the issue and bargain with Charles Green.

    From the SFA approach it could be deduced that someone at the SFA who knew the rules had decided they could not make a case for The Rangers being the same legal entity and it suited SFA marketing and bargaining purposes not to bring this out at the time the UEFA question was being asked..

    I must confess to being unaware of the SFA’s approach until recently but under the above 3 year history of association membership rule The Rangers are a different legal entity and so different football club from Rangers and only UEFA can change that distinction, but only if the SFA make/made a well founded case.

    Rangers supporters will say, quite rightly, that the SFA are treating them as the same members and so they are, but not in accordance with the principles clearly defined and circumstances catered for by UEFA rules.

    UEFA are probably aware of this but have probably bowed to the SFA’s desire to keep the waters muddied for commercial reasons and/or Rangers having friends at UEFA.

    The interesting thing is that everyone including the media and indeed Rangers talks of a three year exclusion from Europe but on the grounds you stated i.e 3 years accounts required. This is not so, 3 years unbroke association membership is the requirement THEN audited accounts/ paid taxes etc ANNUALLY to get a UEFA licence.

    It would have been very interesting, had The Rangers been voted back into the SPL and gained a qualifying league position the next season and produced audited accounts during it, to see if the SFA having put them forward, would UEFA have said no to a licence. Given the nature of the debt in social taxes form that had been dodged by the restructuring I think it safe to say UEFA would have said NO as The Rangers did not have three years association history under the above rule meaning they were a different club.

    Like many others, including yourself, I thought it was the inability to produce 3 years of accounts that was the reason, but on digging deeper to refute a case being made on Paul McConville’s blog it became clear the issue was they were not a legal entity that UEFA recognised with the requisite 3 year national association membership.

    But as long as the SFA and LNS ignore the football authority of UEFA who have turned a blind eye to the principle behind their rule being broken. you will be unable to change the minds of those who cling to the myth.

    The principle btw is to stop clubs doing EXACTLY what Rangers did i.e use insolvency rules to dodge responsibilities, being given access to UEFA competition and by so doing damage the integrity of the competition.

    It is a sad indictment of football authority at SFA level that they were prepared to sacrifice sporting integrity on the altar of commercialism ,but also an indictment of UEFA that they have not pronounced disagreement with the SFA position.

    Current Note 24 June to explain ref to Article 15, This Article refers to the Scottish cup route and does allow for a case for an exception to be made by the SFA but that would require putting aside the principles of Article 12. UEFA have been asked if a club covered by article 12 were to come up for consideration under Article 15 which Article would have precedence. No reply two weeks later but as things stand The Rangers are covered by Article 12.

  4. Debra Fergus.

    “The SFA has in fact never stated that Rangers (1872) continues. Through a mixture of cowardice, pragmatism and reluctance, the SFA has officially stated precisely nothing publicly with regards to the new club/same club issue.
    What the SFA has done, through inaction, is allow the same club myth to grow.
    UEFA likewise, have stated nothing publicly with regards to the new club/same club issue. An indication of how UEFA are likely to regard the club currently playing at Ibrox is their treatment of Derry City.” Wrong on both counts. The governing bodies stance is clear,transfer of mebership=same club. The SFA stated this clearly in their transfer of membership statement. “Agreement on transfer of membership
    Friday, 27 July 2012
    Joint statement on behalf of The Scottish FA, The Scottish Premier League, The Scottish Football League and Sevco Scotland Ltd.

    We are pleased to confirm that agreement has been reached on all outstanding points relating to the transfer of the Scottish FA membership between Rangers FC (In Administration), and Sevco Scotland Ltd, who will be the new owners of The Rangers Football Club.There were a number of complex and challenging issues involved but, primarily, the Scottish FA had to be satisfied that the new owners of Rangers would operate in the best interests of the club, its fans and Scottish football in general.” The new OWNERS of Rangers Football Club,cannot be any clearer. Even Tom English,in no way a friend of Rangers admits this. “Last August, Michele Centenaro of the ECA contacted the SFA and asked for an appraisal of the Rangers situation and whether they could be deemed the same Rangers as before or a new company unworthy of acknowledgment from the ECA. The SFA’s response was unambiguous. Different corporate entity but same Rangers, same history, same honours accrued over 140 years.” Doncaster right at the start said Rangers were still an existing club,if a new company. As for UEFA,they have now updated Rangers page to include the current squad under Scottish Cup,together with the clubs UEFA ranking. (UEFA only list top flight league results,Rangers will be listed as normal once they return to the top division. And even in their article on Celtic winning the SPL they state clearly “Even at kick-off, Celtic knew that second-placed Motherwell FC could only overturn what then stood at a 12-point deficit with an improbable swing in goal difference, but this home win removed all mathematical doubt. It represents the Hoops’ 44th league crown, leaving them ten behind rivals Rangers FC, who were absent from the top flight for the first time this season.” FIFA hold the same view. “Rangers defender Ross Perry insists the fans boycott of their Scottish Cup fifth-round tie against Dundee United won’t distract the players from their task in hand.
    The fallen Glasgow giants will have a point to prove as they take on their former Scottish Premier League rivals for a place in the quarter-finals at Tannadice on Saturday.
    However, they will have to do it without the support of their fans after the Ibrox club refused to accept any tickets for the tie when it became apparent fans were keen to boycott the game.
    This was due to United’s opposition to keeping Ally McCoist’s side in the SPL last summer when the club was transferred to a new company – a decision that ultimately led to Rangers starting this season in the Third Division.” The SFA,as correctly stated by English,has already informed the governing bodies and the likes of the ECA that Rangers are the same club due to membership transfer. Derry City was completely different scenario to Rangers. Leeds,Luton,Middlesbrough etc are treated as the exact same clubs and Rangers will be no different. Just wait until the Wee Red Book comes out,be yet more of this nonsense from supporters more obsessed with Rangers than interested in their own clubs. 116 and counting.

    • “Treated as the same,” does not mean, “the same.”

      When Stewart Regan was asked if the new Rangers could lay claim to the trophies of the old club, he refused to answer.

      UEFA have said nothing publicly, and articles on their website carry no weight.

      FIFA, in their review of 2012, stated that the club were liquidated and had to reform as a new company. I notice you are not so keen to publicise that.

      The centre of this web of deception remains the SFA, who refuse to explicitly and publicly state whether they regard the current club playing out of Ibrox as the one formed in 1872.

    • Carlito Brigante

      This “club” that was “transferred” to it’s new owner then? What exactly constituted this club? Precisely what was this club?

    • “This was due to United’s opposition to keeping Ally McCoist’s side in the SPL last summer when the club was transferred to a new company”

      ————————————————

      But that is just lies. Sheer lies. The club was not transferred; the club & the company were one and the same.

      A membership was transferred – from Rangers to Sevco. Sevco changed name to The Rangers. It’s not that difficult to understand.

      No matter how the SFA dress this up, it can never argue with the fact that when the club incorporated in 1899, it became a company. That company went into liquidation.

      It can never argue with the fact that a club, in order to be recognised as a club, must have a committee & a constitution. If this club was transferred as suggested above, then who was on that committee?

      I can tell you now that if you formed an amataur club and wanted to join the Scottish Amataur Football Association (affiliated to the SFA) – the first thing they ask you to do is draw up a constitution and decide on a committee / office bearers.

      It’s one of the biggest scams in football, to be desperate to be recognised as a club with all those trophies, whilst refusing to accept the trail of debt left behind by the very same club.

      Lastly, if there is any obsession, it’s an obsession with getting to the truth and ensuring those who run the game do so fairly & without fear or favour.

      Whilst the SFA are locked into these lies, the game can’t move on. Lies that are printed in the tabloids like “club transferred to new company” only make more people determined to fight this.

      This is our game too.

  5. Johnbud

    Fantastic article! Great to have the info so neatly bundled up in one place. The feeling I, and probably most contributers, have is that the sfa was/is complicit in helping rfc/sevco bend/break the rules. The fact that CO is still in office also irks me. I have lived in Melbourne for the last 6 years roughly and I have been teling my friends and colleagues about this omnishambles for the last 18mths, none of them too interested to be honest. This is the over riding feeling for me, frustration!! No matter who we tell or who we complain to we will never get a level playing field or justice. We all know everything you have written is fact and can not logically be argued. Wha tdoes that get us? Nothing, the sevco.rfc fans just continue to laugh at us and know they will always have the sfa to back them up!! Tear it down and start again.

  6. Dombhoy

    Great précis of the situation. Thanks.

    Sadly unlikely to shift the understanding of the hard of thinking in the MSM.

  7. Yin Mik

    Nae wonder, for hundreds of years, Tims have been inferiors. Hahahahahahahaha

  8. I wouldn’t hold my breath for any reasoned reply from SSB on the subject. Especially as it appears the pundits may even have a fixed agenda before the show even starts.

    • Auldheid

      I was’nt. The point is they now know ( I think that they, like most of us fell for the 3 years bar because no accounts supplied or 3 years accounts needed instead of 3 years membership)
      Not only does Jim Delahunt know, we know he knows and if he does not correct any mistatement by pundits some caller, enlightened by recent blogs will phone in and put them straight.
      Having sent that letter in May I posted the points in it where it was likely to be read on KDS and CQN and linked to it on Twitter. I’m not saying this is the source of this blog, there will have been others on the UEFA rules trail.
      What I’m saying is that we want to set records straight or get the truth out there it takes more than a letter of complaint.
      What I have found that a point that is right will eventually surface if it is nurtured through being given light.

  9. joe broon

    you are all sad bitter wee guys, get a life

  10. Cary Griffin

    So? who did McGregor play for? the hold company or the club?

  11. TheBlackGooseyFlappyKnight

    Zzzzzzzzzzz
    Very sad people.
    There is only one word which can sum up this “blog.” SAD

    Sad that someone could spend so much of their day actually writing out this rubbish.

    Sad that some of the responders are obviously just as mad/sad.

    Sad that people prefer Xfiles conspiracies & bigotry rather than leading a meaningful contributory life.

    Ah well. Sad.

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