“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.”
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.”
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!