A new thread on the Rangers Tax Case Blog was posted on 30th December 2011. In the course of a discussion in the comments about areas where it appeared that Rangers Football Club PLC might possibly, whether through inadvertence, administrative errors or postal mistakes, have fallen short of its legal requirements under the Companies Act, and its regulatory obligations under the rules of the PLUS SX, one commenter, the “Casual Observer” raised an interesting issue.
John Greig and John McClelland had resigned from the PLC Board in October, alleging unhappiness at the absence of involvement in the running of the PLC since the takeover by Craig Whyte in May 2011.
On 17th October, as required by PLUS SX rules, Rangers Football Club PLC announced this. The link to the announcement is here – http://www.plus-sx.com/newsItem.html?newsId=1367093
However, as the “Casual Observer” pointed out, Companies House had no record of the resignations.
The Companies Act 2006 requires a company to notify appointments or resignations of Directors to the Registrar of Companies within 14 days, failing which a criminal offence is committed by the company and its Directors.
Rangers should have lodged its audited accounts with Companies House by 31st December. As of 15 minutes ago, the lodging of accounts is still listed as “overdue”. This may of course be down to delays in opening mail received at the end of the period and lodging it on the Companies House website. It is not necessarily the case that the accounts are late, which would be a criminal offence. Failure to hold an AGM is also a criminal offence.
These alleged offences are rarely prosecuted, and generally would have to be extreme cases of corporate irresponsibility, or part of a regular practice by the company or Directors involved, before a prosecution would be raised.
One of the factors for Companies House in deciding to refer the matter to the procurator fiscal is how quickly the error is remedied.
At least as far as the failure to notify the resignations of the directors goes, that has now been rectified.
The relevant “paperwork” in relation to Messrs Greig and McClelland was transmitted electronically to Companies House yesterday (3rd January 2012).
The documents can be found here Director resignation no 1 and here Director resignation no 2. (I haven’t quite worked out how to link the docs directly, so click through the next page which appears after clicking on the links above.)
The documents confirm (a) that the resignations were effective on 16th October and (b) that the intimation only took place yesterday.
I am sure that the “Casual Observer” and the Rangers Tax Case blog are happy that their disclosures have been noted and acted upon by Rangers, and that, notwithstanding yesterday being a public holiday, Rangers’ assiduous staff were hard at work attending to these technical requirements.