Post by stanchurchillmann on Jun 10, 2013 14:55:12 GMT -5
When Nottingham Forest won the FA Cup in 1959 NFFC became the last winners to have an unincorporated association as their entity name.
This was acknowledged when they set out on their journey to Wembley with a very difficult 3rd Round trip to Mitcham in Surrey. The home team`s programme notes read as follows:
This is the biggest day of our seventy years of history and we are proud to be in a position to entertain our illustrious First Division visitors, Nottingham Forest. “Forest” have a name for clean, classic football which should be a privilege to see. Our players are looking forward to meeting the Forest players as much as United officials are ready to welcome Nottingham officials, the Midland club being the only club in the four leagues which is not a company and whose affairs are governed by a Management Committee quite similar to our set-up at Sandy Lane.
In 1974 their uniqueness was highlighted when for the first time in history, professional football was played on a Sunday in England. The other 91 Football League Clubs had to carefully navigate the Sunday trading laws but NFFC did not as their entity name was an unincorporated association.
In 1978 their then manager, Brian Clough, made Trevor Francis Britain`s first £1 million player. This led to the NFFC committee taking steps to limit their possible personal financial liability.
A limited company called Nottingham Forest Football Club Limited was incorporated and all the assets of the unincorporated association called Nottingham Forest Football Club were transferred to the newly incorporated limited company.
This had to be approved by the Football Association and once the formalities had been done the unincorporated association called Nottingham Forest Football Club was wound up.
So did NFFC become a limited company? The answer is that their entity name was changed from an unincorporated association to a limited company so it can be argued that NFFC did “become” a limited company.
But on the other hand nothing “becomes” a limited company because a limited company is an association that is incorporated at Companies House when it is born.
So NFFC might claim that they “became” a limited company but their entity as an unincorporated association called Nottingham Forest Football Club most certainly did NOT become a limited company.
To repeat the above:-
Nottingham Forest Football Club Limited was incorporated.
All the assets of the unincorporated association called Nottingham Forest Football Club were transferred to the newly incorporated company called Nottingham Forest Football Club Limited.
These assets included the freehold of The City Ground and the FA share. The FA share being the right for NFFC to play football.
Nowadays both Football League and Premier League rules do not allow their club`s entities to be anything other than limited companies incorporated at Companies House.
Football clubs below the Football League can still have unincorporated associations as their entity names that hold the FA share which allows them to play football.
Lowestoft Town FC have an unincorporated association as their entity name for example. This unincorporated association is known as Lowestoft Town Football Club.
On 1st September 2005 the entity name of TMUFC was transferred from an unincorporated association that at the time was known as Tooting and Mitcham United Football Club. This was transferred to a limited company that had been incorporated at companies house in 2000 and had subsequently become the unincorporated association`s landlord at Imperial Fields. This company is called Tooting & Mitcham Sports & Leisure Limited.
Or put in another way, the FA Share that allowed TMUFC to play football was transferred from the unincorporated association, that at the time was called Tooting and Mitcham United Football Club, to Tooting & Mitcham Sports & Leisure Limited.
The unincorporated association had a lease on Imperial Fields with 93 years unexpired. At the same time as the FA share that allowed TMUFC to play football, was transferred to Tooting & Mitcham Sports & Leisure Limited, the lease on Imperial Fields was surrendered to Tooting & Mitcham Sports & Leisure Limited.
This was described at the time as a “merger of interests to achieve the vision of the hub” and as part of the merger the unincorporated association were allocated 200 shares in Tooting & Mitcham Sports & Leisure Limited.
However although the unincorporated association, that at that time was called Tooting and Mitcham United Football Club was never wound up, the 200 shares were re-allocated to another limited company that had recently been incorporated on 30th June 2005. This company is limited by members guarantee and is called Tooting & Mitcham United FC Members Limited.
Why did this members company need to be incorporated?
The unincorporated association, which at that time was called Tooting and Mitcham United Football Club, could have held the shares
Why was the unincorporated association, that was then known as Tooting and Mitcham United Football Club, never wound up?
Should the FA share that allows TMUFC to play football ever have been allowed to be transferred from the unincorporated association to Tooting & Mitcham Sports & Leisure Limited?
This was acknowledged when they set out on their journey to Wembley with a very difficult 3rd Round trip to Mitcham in Surrey. The home team`s programme notes read as follows:
This is the biggest day of our seventy years of history and we are proud to be in a position to entertain our illustrious First Division visitors, Nottingham Forest. “Forest” have a name for clean, classic football which should be a privilege to see. Our players are looking forward to meeting the Forest players as much as United officials are ready to welcome Nottingham officials, the Midland club being the only club in the four leagues which is not a company and whose affairs are governed by a Management Committee quite similar to our set-up at Sandy Lane.
In 1974 their uniqueness was highlighted when for the first time in history, professional football was played on a Sunday in England. The other 91 Football League Clubs had to carefully navigate the Sunday trading laws but NFFC did not as their entity name was an unincorporated association.
In 1978 their then manager, Brian Clough, made Trevor Francis Britain`s first £1 million player. This led to the NFFC committee taking steps to limit their possible personal financial liability.
A limited company called Nottingham Forest Football Club Limited was incorporated and all the assets of the unincorporated association called Nottingham Forest Football Club were transferred to the newly incorporated limited company.
This had to be approved by the Football Association and once the formalities had been done the unincorporated association called Nottingham Forest Football Club was wound up.
So did NFFC become a limited company? The answer is that their entity name was changed from an unincorporated association to a limited company so it can be argued that NFFC did “become” a limited company.
But on the other hand nothing “becomes” a limited company because a limited company is an association that is incorporated at Companies House when it is born.
So NFFC might claim that they “became” a limited company but their entity as an unincorporated association called Nottingham Forest Football Club most certainly did NOT become a limited company.
To repeat the above:-
Nottingham Forest Football Club Limited was incorporated.
All the assets of the unincorporated association called Nottingham Forest Football Club were transferred to the newly incorporated company called Nottingham Forest Football Club Limited.
These assets included the freehold of The City Ground and the FA share. The FA share being the right for NFFC to play football.
Nowadays both Football League and Premier League rules do not allow their club`s entities to be anything other than limited companies incorporated at Companies House.
Football clubs below the Football League can still have unincorporated associations as their entity names that hold the FA share which allows them to play football.
Lowestoft Town FC have an unincorporated association as their entity name for example. This unincorporated association is known as Lowestoft Town Football Club.
On 1st September 2005 the entity name of TMUFC was transferred from an unincorporated association that at the time was known as Tooting and Mitcham United Football Club. This was transferred to a limited company that had been incorporated at companies house in 2000 and had subsequently become the unincorporated association`s landlord at Imperial Fields. This company is called Tooting & Mitcham Sports & Leisure Limited.
Or put in another way, the FA Share that allowed TMUFC to play football was transferred from the unincorporated association, that at the time was called Tooting and Mitcham United Football Club, to Tooting & Mitcham Sports & Leisure Limited.
The unincorporated association had a lease on Imperial Fields with 93 years unexpired. At the same time as the FA share that allowed TMUFC to play football, was transferred to Tooting & Mitcham Sports & Leisure Limited, the lease on Imperial Fields was surrendered to Tooting & Mitcham Sports & Leisure Limited.
This was described at the time as a “merger of interests to achieve the vision of the hub” and as part of the merger the unincorporated association were allocated 200 shares in Tooting & Mitcham Sports & Leisure Limited.
However although the unincorporated association, that at that time was called Tooting and Mitcham United Football Club was never wound up, the 200 shares were re-allocated to another limited company that had recently been incorporated on 30th June 2005. This company is limited by members guarantee and is called Tooting & Mitcham United FC Members Limited.
Why did this members company need to be incorporated?
The unincorporated association, which at that time was called Tooting and Mitcham United Football Club, could have held the shares
Why was the unincorporated association, that was then known as Tooting and Mitcham United Football Club, never wound up?
Should the FA share that allows TMUFC to play football ever have been allowed to be transferred from the unincorporated association to Tooting & Mitcham Sports & Leisure Limited?