THE MANY MYSTERIES OF THE RANGERS FC SHAREHOLDING by Ecojon

I had scheduled a post for today revealing that Charles Green, according to Companies House records, owns 100% of the “The Rangers Football Club Ltd” shareholding – the company which owns Rangers the club and all its assets including the players, Ibrox and Murray Park.

Strange as it may seem the millionaire ‘investors’ who have each apparently paid approx £1 million for 10% of the Rangers club are not listed at Companies House as having any shares in the company which owns the club.

Does Mr Green really believe that Mike Ashley will invest without a shareholding which gives him voting rights at Rangers?  It seems from Mr Green’s comments that he isn’t too keen to have Ashley investing in the club and would rather he just flogged kit and handed all the profit to Green’s Rangers. However Zeus Capital might well recognise Mike is a shark compared to Green’s minnow status and prefer a deal with Ashley and his connection with Newcastle and Sports Direct. And, if Zeus hold the purse strings, as many suspect then ultimately they control the outcome irrespective of Green’s shareholding which I discuss in detail later.

I don’t have a million and if I did I wouldn’t be investing it anywhere unless I had some control over how it was being spent but maybe a million to them is like £20 quid to the rest of us.

I read yesterday’s post and thought it would be helpful to relate issues I encountered with Companies House over the name change paperwork for Rangers which required submission of form NM01 to Companies House. I make no allegation of any illegal or ‘questionable’ dealings by Mr Green or any of his associates and I only use the paperwork in question to highlight my perception of weaknesses in Companies

Legally, Charles Green is the ‘sole person’ who formed ‘The Rangers Football Club Ltd’ and became the company’s sole ‘Subscriber’ by signing the company Memorandum of Association agreeing to the formation of the company and agreeing to become a ‘Member’ of that company by taking at least one share. In the event he took two Subscriber shares at Incorporation.

Any shareholder is a company ‘Member’ as is any ‘Subscriber’ but anyone obtaining shares after Incorporation cannot become a ‘Subscriber’.

An NM01 form is used to change a company name and the relevant form here shows a ‘headless chicken’ scratched signature with ‘Person authorised’ underlined. I recognise the signature as that of Charles Green and I wondered why he hadn’t signed as director but had underlined ‘Person authorised’ which usually signifies a Company Secretary which for ‘Newco Rangers’ is Brian Stockbridge.

Companies House stated: “The NM01 which appears to have been signed by Mr Green, who as company director does have the authority. I would not want to speculate as to why in this instance the ‘Person authorised’ has been highlighted instead of ‘director’.

“As our document examination rules do not require the signatory to indicate their role, we therefore consider the form was completed correctly, signed and properly delivered for registration.”

So we have an official company name change form with an illegible signature and no requirement to reveal the signatory’s name or the role played by them in the company. Well the law can certainly be an Ass at times.

Another aspect that bothers me more is the name change resolution itself:

The resolution clearly states it was proposed by the ‘sole director’ of Sevco Scotland Ltd.

But Sevco Scotland Ltd has had four directors since 14/06/12 and Companies House stated:  “There were 4 directors of the company at the time the resolution was signed, although our guidelines when registering a properly delivered resolution do not require a validation of the signatories or confirmation of the number of officers within the company.

“I accept that the term “sole director” does suggest that there was only one director of the company, although the resolution was signed by two individuals.”

So, a form with a glaring error is acceptable and signatories aren’t validated. It’s also worrying that Companies House doesn’t need to know the number of officers or current shareholders because a valid name change resolution requires a 75% vote.  So if you don’t know how many can vote how do you know the 75% rule is satisfied. And, of course, we don’t know in which capacity the ‘two individuals’ signed as I believe that only a shareholder (Member) could vote.

We know Charlie Green signed the resolution as his name is under the scratchings but so did someone else. There is no name beneath the signature although I am confident it is that of another Sevco director Mr Imran Ahmad.

Interestingly, both men each signed a resolution referring to Sevco’s ‘sole director’ when both knew there are four directors yet they each failed to correct the error which doesn’t appear to breach Companies House guidelines. Again we have an illegible signature and Companies House doesn’t know whose signature it is and worryingly doesn’t need to know.

Mr Ahmad sits on the Rangers Board and is also Managing Director of Manchester-based Zeus Capital which he joined in April 2012.

Interestingly the Zeus website states:

June 2012

Acquisition of Rangers FC

“Zeus Capital, the Manchester and London based corporate advisory firm have worked in conjunction with Charles Green to complete the £5.5 million acquisition of the business and assets of Rangers Football Club out of liquidation.

“The transfer of the business and assets to a new company structure has taken effect immediately and the new company is The Rangers Football Club.

“As part of the deal Imran Ahmad and Brian Stockbridge from Zeus Capital have joined the Board of The Rangers Football Club. Zeus Capital and its associates are also investors in the newco.”

A few things interest me about the statement. For starters Rangers Football Club has never been in liquidation but only in administration. The second par states certain things which couldn’t have happened in June as the ‘The Rangers Football Club Ltd’ didn’t exist until 31/07/12.

The third par clearly states Zeus Capital and its associates are investors in the newco – obviously Zeus is quite clear it’s a new company even if some of the supporters have difficulty grasping the concept.

Many Rangers fans believe that Blue Pitch Holdings which held 23% of newco Rangers investment is actually a ‘front’ for Zeus Capital but Zeus has never confirmed that or that it is a shareholder just that it and associates are investors.

But that takes us back to Mr Ahmad of Zeus who signed the Rangers name change resolution. But Companies House stated: “Your comment as to whether the ‘Agreement’ printed below the resolution was signed by the individuals as directors or shareholders would be speculation on my part and therefore I am unable to comment.”

If I am correct that only ‘members’ can sign a name change resolution it doesn’t seem to make any difference to Companies House Regs that Mr Ahmad might not be a member but solely a director. Indeed, Companies House doesn’t even know the name or identity of the person signing so I’m not surprised that they don’t validate signatories – How could they if they don’t know who they are?

Am I paranoid or do others see the possibility for an unscrupulous person/s to take advantage of lax regulation.  I am not for one moment stating that this has happened here although I think my examples raise question marks over what appears to be virtually nil actual scrutiny of company paperwork and a descent into box-ticking.

As usual with Mr Green we are left with questions. Have further shares been issued beyond the two at Incorporation? If not Mr Green owns 100% of the shareholding and obviously 100% of the votes.

Have any more shares been issued since incorporation? If so – how many and to whom?

Did Mr Ahmad vote for the name change as a company ‘member’ and if so where did his shareholding come from?

Did Mr Ahmad receive one of Mr Green’s two shares and does that mean the shareholding of The Rangers Football Club Ltd is split equally between Messrs Green & Ahmad as well as the voting rights?

Mr Green promised the Rangers support clarity but it so far hasn’t been forthcoming on vital issues for many fans who have seen the damage that CW inflicted on the club and fear that it couldn’t survive a fresh blow of that magnitude.

Well unless Mr Green backs-up his earlier promises of transparency then we will all have to wait until the first annual return due on 26/06/2013 when any change in shareholding will need to be disclosed.

 

Posted by Ecojon

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53 Comments

Filed under Charles Green, Companies Act 2006, Guest Posts, Rangers

53 responses to “THE MANY MYSTERIES OF THE RANGERS FC SHAREHOLDING by Ecojon

  1. Regulation of the formal documents seems incredibly lax, and the whole saga surrounding Rangers/Newco/Whatever shows no sign of becoming clearer or more transparent, quite the opposite, it just gets murkier.

  2. Fiddlesticks

    I think the SFO need to start looking into this. BDO have been very very quiet. Perhaps a proper investigation will answer all the question once and for all…..

    • The fact that there are discrepancies in dates of when agreements were made, whether Rangers were in liquidation or administration, when “The Rangers Football Club Ltd” came into existence etc must ALL be grist to the mill of suggestions that deals were done on the QT and before others were given the opportunity to make their own bids (Kennedy, Sir Walter of Cardigan, etc).

      Blogs like this are in valuable and I do hope those responsible for ensuring that creditors of “What Was Rangers” are treated fairly and get the maximum return on the monies they are owed and that if there has been wrongdoing – or even attempts at obfuscation or misdirection – those responsible should be brought to task.

      • ecojon

        @jockybhoy

        Sadly I think the ordinary creditors are going to be left, as is often the case, with pennies. They are often the ones must in need of the cash to keep their business alive and left at the end of the queue long after the money-men have departed with the swag.

      • That was kind of my point ecojon – there are plenty of theoretical, even philosophical, discussions about what constitutes newco/oldco, the club, but walking away from debts is not a victimless crime. Many companies are put under undue pressure by Rangers walking away from their debts, the fact they are bragging about it at the same time as seemingly cooking up all sorts of cosy backroom arragnements is, I think, despicable, and I hope that they get busted for it.

  3. Glazert Tim

    There’s a bad smell coming from these alleged financial backer stories

    The whole disinformation exercise smells worse than a dog that’s been licking the bottom of Pete Doherty’s fridge.

    • ecojon

      @ Glazert Tim

      The bit that gets me is the supposed £1 million investors with no shareholding – maybe a seat on the board but what actual power or security does that provide?

      I can understand if some of these investors are in Blue Pitch Holdings and if that is operated by Zeus Capital – which we don’t actually know but many Rangers fans think it is – then I can understand that they might not need the security of a shareholding and they gain the anonymity factor as well.

      But what about Zeus Capital which is an investor – would they not want a shareholding to protect their investment?

      I seem to recall Green at the start saying something that he would own any of the company or have shares in it and I’ll need to dig those quotes out to see what exactly he said.

      • ecojon

        Typo correction – final par should read

        I seem to recall Green at the start saying something that he wouldn’t own any of the company or have shares in it and I’ll need to dig those quotes out to see what exactly he said.

  4. charliedon

    @ecojon

    As usual, a very interesting post. I can only agree that the apparent lack of control over these matters at companies house is quite worrying. But it seems to me to go beyond that, extending to even a complete and casual indifference to the possibilty that irregularities might have occurred. What, in that case, is the point of the existence of companies house?
    If a flotation is instigated, will the details of shareholdings etc have to be revealed at that stage? One would hope so if people are being asked to invest their cash!
    One final thing – is it not yet again shocking that no-one in the MSM seems to have even attempted to ask Charles Green these vital questions?

    • ecojon

      @charliedon

      I just can’t make my mind up whether they can’t be bothered or that the task is beyond them. The only other possibility and I hate to advance it because I am not a conspiracy theorist – but their bosses for whatever reason might not want matters pursued.

      You don’t even need to actually instruct a journo to drop things you just put him on another story of the succulent lamb variety to tie them up and they get a great show and the old story is history.

      It isn’t in a journo’s personal interest to poke their nose into the decision-making process especially not in tese fraught economic times when staff are being laid-off right, left and centre.

      • Joseph

        I would guess the task is beyond them, and anyway staff on all papers are thin on the ground. I don’t for one minute think that an editor worth his salt would pass up on an investigative piece of journalism. They just don’t have the resources like they used to. To quote Andrew Neil: Newspapers have had their day. It’s sad but true. So the lazy Trainors and the rest of them, with some exceptions, have been left with an open field – just continue to wind up the punters. It’s easy ‘journalism’!

    • ecojon

      @charliedon

      The present company is a private Ltd one which means the shares can’t be offered for sale to the public but the AIM flotation would see the creation of a public Plc whose shares can be sold to the public.

      The current private Ltd Rangers can be changed to a public company with the only difference in name being the Ltd would change to Plc.

      Some info from Wiki below:

      The members must agree to take some, or all, of the shares when the company is registered. The memorandum of association must show the names of the people who have agreed to take shares and the number of shares each will take. These people are called the subscribers.

      There is a minimum share capital for public limited companies: Before it can start business, it must have allotted shares to the value of at least £50,000. A quarter of them, £12,500, must be paid up. Each allotted share must be paid up to at least one quarter of its nominal value together with the whole of any premium.

      A company can increase its authorised share capital by passing an ordinary resolution (unless its articles of association require a special or extraordinary resolution). A copy of the resolution – and notice of the increase on Form 123 – must reach Companies House within 15 days of being passed.

  5. Dhougal

    Great post EJ The Rangers FC 2012: Bringing criminality to the peeeepul !!! . Its getting longer than War and Peace .Costing me a fortune in data bundles……..but i must admit ,its great watchin the scavenGers and PARAsites pick away the last morsels of the dead beast

  6. Mort

    If you believe those in charge of “Rangers” that the club was only owned by The Rangers FC Plc and a seperate entity, then one would also have to assume that the new The Rangers FC Ltd also only own a club and are not actually the club so any investor is only investing in a company, not the football club.

    • ecojon

      @Mort

      This takes us back I think to the knub of the problem – this dichotomy between club and the holding company operating it. We have seen the problem this has caused in the football rule books and perhaps it is time to have a modern interpretation defining exactly what both entities actually are and their legal relationship to each other.

      I think it might suit some owners to leave the fans dreaming of their cosy and fuzzy club concept but in reality all the decisions and assets are locked away elsewhere and the fans will never ever get their grubby hands on them.

      • Mort

        I’m not sure that would help. A football club could still be just a unicorporated sporting club but owned by a limited company who could raise money for the benefit of the club. Problem with that is that the custodians of the club would be legally liable for any debts incurred by the club as an unincorporated entity, there would be no limited liability.

        A sporting club incorporates as a company so that it can gain benefits such like limited liability for its members, the ability to raise capital through share purchases etc. It also has responsibilities and when things go belly up, you can’t just say that we want the benefits but none of the responsibilities.

      • ecojon

        @Mort

        Ah the way to resolve the liability issue is just to have a Ltd company limited by guarantee which is very common for sports clubs. Companies limited by guarantee aren’t eligible for charity status if they distribute profits to members and if they do that they can’t use Ltd after their name.

        But most of the clubs I envisage that would be happy with this kind of operating company set-up are putting everything into the team and not taking it out in profits to be distributed to members.

        It is only bigger clubs Ltd by shareholding where this would happen with capital raised through shareholding. Worth remembering that only Celtic and Arsenal in the UK can sell shares to the public as they are PLCs. Arsenal is more of a technical thing as the vast majority of shares are held by a few very wealthy individuals and therefore in reality their shares aren’t publicly traded.

        Manchester United have recently floated 10% of the company but in New York and the last trade on 13/08 was $14 per share which was the opening price last week so a pretty flat start on what was a reduced opening share price.

        But Charles Green seems to be convinced that a fortune can be made by floating Rangers on the Alternative Investment Market – time will tell.

  7. ecojon

    @Dhougal

    Not so sure it will be longer than War & Peace but I have a feeling the ultimate ending will defo be bloodier.

  8. Frank-W

    You would think Company House would at least have – Print Name and then Signature on their forms.

  9. jim62

    I have a feeling these mysteries will prove sorrowful for “The Rangers” rather than joyful or glorious!!!

  10. Andrew Keith

    My experience with companies house, as an accountant many years ago and more recently as a company director myself, is that they act as a repository for documentation and overseers of the legal/clerical processes by which companies are formed and must live their lives.

    The companies act of 2006 still provides the legal yardstick by which civil disputes and criminal cases are defined. Therefore, the apparent laxness of Companies House does not mean that anyone has or is getting away with anything. Not complying with companies house rules leaves you open to fines and other sanctions. Not complying with company law is much, much worse.

    One thing that has struck me about this whole fiasco with Rangers, is the cavalier way that almost everyone involved has treated rules and regulations (be they Scottish football’s or national statute). From the pantomime administrators Duff and Phelps, who could not keep their mouths shut during the administration process, to the comedy double act that is Regan and Doncaster, finding ever more abstract ways to describe what they had decided upon so as not to appear to have contravened any of their own organisations’ rules.

    If the exposes of politicians, bankers, journalists and policemen as money grubbing schemers has taught us anything, it is that such people get a bit power crazy and generally tend to surround themselves with people who will not disagree with them. This leads them to either deliberately ignore inconvenient laws or more likely remain ignorant of them. Thus, they usually end up falling foul of the law and, even if it takes a long time, usually end up paying for it.

    By the way, if anyone is truly concerned by the way this soap opera is playing out with regard to company law, there is always the good old Department for Business Innovation and Skills (Criminal Investigations Unit -http://www.bis.gov.uk/policies/business-law/criminal-investigations). I am sure Vince (who went to Glasgow University in the 70s) and his people would be delighted to look into it.

    • ecojon

      @Andrew Keith

      Yes and as well as Glasgow Yooni was a Labour Glesca Cooncillor before going down south to eventually become a LibDem.

  11. As at the time of writing, the LATEST Statement of Capital published by Companies House is that lodged at the time of Incorporation showing Charles Green as the sole Subscriber with Share Capital of £2.

    As I understand it (as the identity of Shareholders and the value of Shares held by each is listed in this document) a return would have to be made within a time limit showing any variation in either the Shareholders or value of Shares held, or both, such that the true LATEST SoC is listed. Forms for these purposes are listed in CH’s copies list of forms.

    As pointed out by Wiki, a resolution to increase Share Capital has to be posted to CH within 15 days of being passed. I am unclear as to time limits on posting variations to Shareholders or Share Capital held by each.
    In any event no fresh returns regarding Share Capital have been published since Incorporation. Perhaps they are pending? Or perhaps it doesn’t really matter?

    • Marching on Together

      Members of the public are entitled to inspect the share register of private limited companies if it is for a proper purpose. The company has 5 working days to decide if a request is for a proper purpose.

      Someone should make a request.

  12. Typo correction – ‘CH’s copies list of forms’ should read ‘CH’s copious list of forms’.

  13. alfredo

    There appears to be failings in CHouse good practice, and with Green’s opaque manner. As months roll by, Sevco are increasingly toughening their language. No middle ground, it’s utter siege mentality, aka this mornings “we owe Scottish clubs nothing”. They really do make you want to love them even more…….sigh.

  14. geddy Lee

    With such shockingly lax regulation, is it any wonder we have wretched figures like the Whytes polluting the Scottish business landscape.

    This is as bad as the SFA admitting their “Fit and proper person test” does not exist, and the fact they simply took Ranger’s word for it concerning Whyte.

    Disgraceful stuff .

    Scottish football must become a “Spiv Free” zone if we don’t want to see even more clubs like rangers going to the wall.

  15. ecojon

    @hughmcvey

    I believe your 3rd para relates to public limited companies (Plc) and not necessarily to the private limited company such as Rangers Ltd.

    However I believe that a Ltd company which increases its share allotment does need to inform CH of that (irrespective of the annual return statement) but as far as I am aware there is no need to reveal the name of the new shareholders just as there isn’t in the annual return.

    So it’s a fair bet that no new shares for Rangers have been allotted and issued since Incorporation. The only way we know that a person definitely holds at least one share of a company at Incorporation is because that is a legal requirement. And as Subscribers (the person/s who sign the new company Memorandum expressing the wish to form a company) are identified we know they hold at least one share.

    Charlie Green held two shares at Incorporation and I believe that one of his shares has been transferred to Ahmad Imran of Zeus. But this will be covered by a company resolution not available to the public so it is an educated guess on my part although I could be wrong and perhaps Green still holds both shares.

    I am working my way through the Articles of Association of a company to see if a share can be temporarily transferred to someone and then returned to the original shareholder but it isn’t top of my priorities :)

    • ecojon

      In the Articles of Association for ‘The Rangers Football Club Ltd’ it states that on a written resolution, a member has one vote in respect of each share held by him.

      This certainly leads me to believe that Messrs Ahmad and Green agreed to the company name change from Sevco Scotland Ltd to The Rangers Football Club Ltd on 31st July as members of the company with one share each and therefore one vote each.

      Of course, what we don’t know is whether the share used to vote by Ahmad has actually been transferred to him as an individual or to possibly Zeus Capital or even Blue Pitch Holdings with Ahmad casting a proxy vote.

      Is there any glimmer of light yet? No! Well let’s continue seeking transparency.

    • Marching on Together

      ecojon

      “if a share can be temporarily transferred to someone and then returned to the original shareholder”

      Yes is the answer, unless the Articles specifically prohibit it. If it is an actual transfer, then it still needs to be registered in the register of shareholders at the company’s registered office. Stamp duty is payable on the stock transfer form concerned, or an exemption certificate has to be signed.

      A temporary “transfer” could be effected by way of delivery of the share certificate together with a signed stock transfer form, but then nothing is done with that, and is returned after the period of transfer is over.

  16. geddy Lee

    ecojon,

    Have you had you regulation threat yet from the MSM in Scotland yet. LOL

    They must be raging at having to compete with this Blog.

    keep ploughing away. Heaven’s knows what we would be reading in the rags if it was not for sites like this FORCING them to be more “professional” and honest.

    I bet that’s another batch of “Sick-Notes” landing on editor’s desks across the country. LOL

    • ecojon

      @geddy Lee

      I really do hope that it makes them think about things instead of swallowing PR pap without question. Sadly, the print media is in terminal decline and every year there is less and less money to be spent on quality journalism and quality journalists and we really are seeing the effects.

      There are also more just-in-the-door journos who are there for a very limited time span to pick up a bit of experience and jump the dyke asap to be a lobbyist or go into PR or marketing. Journalism isn’t their long-term career choice.

      That’s fine – each to its own – but the BIG BIG downside is that these journos have to be extremely cautious about upsetting anyone in PR or politics as it may affect their future career path.

      That is what is very very insiduous about what is going on in Scotland and it probably is more apparent than down south because it is such a small pool and even smaller than the ‘Westminster Village’ in many ways.

  17. JimBhoy

    Newspaper sales will be hit with the rise of the Internet Bampots and the realisation that the news you get on paper is instantly out of date, often Innacurate and lacking in the depths and breadth that can be searched out and debated by many online.. The red tops are a pale comparison.

  18. ecojon

    Don’t know if anyone saw it but Green has lost the plot on STV news – Jeesuz he made Leggo look sane and laid-back. Working on post to get up as I wonder whether Ashley has diteched him and left him at the altar,

    Of course Ashley could just be turning the screw to squeeze even more profit out of the shirt deal. I think when the SFA get finished with Green it will be Rangers hair shirts getting sold in Sports Direct,

  19. charliedon

    @ecojon

    I wonder if the SFA are starting to regret wangling his licence for him?
    No, probably not.

  20. ecojon

    @charliedon

    Well they decided he was a fit and proper person to own and run a football club and it looks as though he intends to continually attack them even if he is fined every week and ends up banned.

    Everyone told them what he was but they knew better and the really sad things that ordinary punters in the street could be caught up in violence and hurt unless the SFA immediately bring him under control.

    He seems to think it’s all a big joke well we’ll see what happens if it kicks-off.

    • JimBhoy

      Leggo loses the plot more each day…

      Green presents an air of confrontation in most of what he does, apparently, he is gonna get in trouble each day and he doesn’t care… I would cringe if he represented my fallen team… They called the Celtic support paranoid… TRFC are at new paranoia heights..

      Needing to grow up and get on with it, how can they be so critical of the very league they wish to be part of in the near future. The powers that be can only take so much of this surely. Green is fanning a very dangerous fire and unfortunately there is a radical element who will back that vitriol when TRFC need a clear head and a fresh start..

      The only people who have put Rangers in the position they are in are Rangers themselves, all Scottish football fans except the Rangers hard core know that, whatever happened to the ‘put us in the spl3 and we will start again’ mantra…

      One thing about the mad ranting Leggo, he has got Green spot on. Mad as a bag of Frogs but he knows Green’s MO…

      • ecojon

        @JimBhoy

        Leggo might have blind spots but when it comes to Green he’s got 20/20 vision,

        You’re right about this determination to trash the SPL, Sky, any clubs that voted against them by not travelling. OK so collapse the whole league who are they going to play with?

        It’s like watching something spinning out of control in slow motion and you just know there’s gonna be a helluva crash somewhere, sometime.

    • http://www.thefreelibrary.com/DUFF+AND+PHELPS+PUT+GREEN+UP+FOR+SFA+FITNESS+TEST.-a0294646087.

      Eco, cracking article, and you mentioning the fit and proper person test, which I recalled. It wasn’t the SFA who wrangled it for him, but D&P who had to vouch.
      Anyway, I was rooting about for an article to refresh my memory and I came across the one above.
      Interestingly, it states that Green applied for a transfer of Rangers SFA license to SEVCO 5088.
      IF as Green now states the 5088 company was never used to purchase the assets. Then what license did they play under this season.
      I imagine this would form part of the 5-way secret agreement, but is there any way to discover who the license was granted to?

  21. @Ecojon.

    On the point of revealing new Shareholders / re-allotment of shares in the Annual Return of a Private Ltd. Company.

    I have before me a number of Annual Returns for a friend’s Private Ltd. Company (as I am coincidentally doing some work on these for him).

    In one (under The Directors’ Report) the re-allocation of 50% of the Shares to my friend is listed by name. Both Shareholders are shown and a comparison is given with the previous year.

    In a later Annual Return the allocation of all 100% of Shares to my friend is again listed by name with a comparison to the previous year (the former Shareholder being listed in the comparison).

    In the CH file history for this Company there is no record of filing of these changes at the time of the actual transactions.

    I note your wording “as far as I am aware there is NO NEED to reveal the name of new Shareholders” but I am assuming (dangerous, I know) that these declarations were made in the Annual Returns due to a requirement to do so.

    Thus we may not know the Rangers Ltd. shareholding till the first AR is lodged in 2013.

    Returning to the NM01 (change of name), I’ve just noticed that Charles Alexander Green was printed below ‘Squiggle 1′ while nothing is printed below ‘Squiggle 2′ which we believe to be Imran Ahmad. Of course the big unknown is who was entitled to sign the form or vote on the resolution.

    • ecojon

      @hughmcvey

      I don’t know if a Subscriber share if transfrerred to someone else who then become a ‘member’ (shareholder) is treated differently from a share that is latter allotted and issued. The member who gets an original Subscriber share can’t become a Subscriber because he didn’t sign the Memorabdum at Incorporation but maybe his Subscriber share gets identified in the same way as the other Subscriner share held by Green who had two subscriber shares at Incorporation.

      I’ve read that and its a bit gobble-de-gook but maybe you can see what I’m getting at.

      The actual form requirement is fairly recent and there’s a lot of aggro about them and the info asked for. But there’s nowhere for a name.
      See http://www.smallfirmsservices.com/documents/content/info/sh01-return-of-allotment-of-shares.pdf

      The other thing is the form is used to increase share capital but this probably hasn’t happened – we probably still just have two shares. So the question is does the transfer of a share from Green to Ahmad need to be shown for a private Ltd company.

      If so it would need to be in the statement of capital

      Transferring shares in a limited company requires no interim notification to be given to Companies House. Essentially the company has the exact same number of shares in issue; it is just that some or all of that quantity are now owned by different people or entities.

      The transfer should be entered in the relevant section of the company statutory register as the Companies Act mandates that these are kept up to date at all times in case of a request to inspect the material is delivered at the registered office.

      Official communication with Companies House and the wider public concerning share transferring activities undertaken in the company during a given reporting period are stipulated on the Annual Return AR01 Form. This document is due within 28 days following the anniversary of the date of incorporation of the company.

      When transferring shares it is common for companies to complete and file an Annual Return early thereby providing the purchaser and seller parties with official recognition of the transaction at Companies House.

      BTW – apparently when filing the statement of capital you do list all shareholders at that time – ones that have come and gone before the return date aren’t shown

      • Marching on Together

        ecojon

        “I don’t know if a Subscriber share if transfrerred to someone else who then become a ‘member’ (shareholder) is treated differently from a share that is latter allotted and issued.”

        It makes no difference. A share is a share, whether the holder of it was in at the start as a subscriber, or not. Unless the Articles of Association say differently e.g. setting up different classes of shares with different rights attached.

  22. hughmcvey

    @Ecojon
    I do indeed get what you’re getting at. I have learned a lot from your blogs and my own research at Companies House and, of course PMcC’s blogs, and replies.

    I am no expert in this field, not an Accountant or Lawyer. I have simply been a bookkeeper who over 13 years has taken an interest in Companies House, and like yourself has been a market-stall trader.

    The Companies Act 2006 is reported to be the ‘wordiest’ piece of legislation enacted by the Westminster Govt. in history (after countless amendments). I’ll be walking on the ceiling before studying it all.
    However, I do intend to study the Mem & Arts of Rangers Ltd.

    Having worked for a large Govt. Dept. in the past, I know there were protocol documents which governed decision-making which were based on Legislation. The Public could find the Legislation, if they tried, the protocols would be harder to find.

    Similarly, I suggest, with CH. It is, almost, impossible to find out what the protocols are with form-filing although your blog certainly appears to expose a few gaffes.

    For my part as an ‘internet bampot’, my role is J’aide, as they (apparently) say in Yorkshire.

  23. Marching on Together

    ecojon

    “The second par states certain things which couldn’t have happened in June as the ‘The Rangers Football Club Ltd’ didn’t exist until 31/07/12.”

    Yes it did. It was just called Sevco Scotland Ltd. Same company though.

  24. ajb

    In my limited experience with Companies House I am not overly surprised by the issues raised.

    I have witnessed a number of organisations breach the rules, acti outwith their governing documents, make decisions when inquorate and completely misunderstand the concept of a membership structure – all without penalty or question.

    The papers sent to Companies House are taken as honest and factual. Sadly many people do not operate within the sphere of these concepts.

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