Rangers have confirmed that principal shareholder Murray International Holdings has opened discussions about a possible takeover of the club.
London-based property developer Andrew Ellis has been named as one of the interested parties.
The Scottish champions are £31m in debt and have been under pressure from Lloyds Banking Group to bring their costs under control.
A group of Rangers directors will consider the implications of any offer.
The independent committee comprises chairman Alastair Johnston, John McClelland, Martin Bain, Donald McIntyre and John Greig.
A statement from the club said: "The independent directors will ensure that any possible offer for RFC is assessed on the merits for RFC, its shareholders and all other stakeholders in RFC, including supporters.
Everybody at the club is affected by the uncertainty, so it would obviously be nice if this got settled
Rangers manager Walter Smith
"It is particularly important to the independent directors that any possible bidder is able to demonstrate the capacity and commitment to provide a stable and sustainable future for RFC and the independent directors will want to understand fully the plans of any potential bidder in order to recommend the action that shareholders should take.
"The independent directors exclude Mike McGill and Donald Muir who are connected to MIH, and so have a potential conflict of interest, and Dave King and Paul Murray about whose intentions there has been past speculation that could lead to a perception of a possible conflict of interest."
Sir David Murray, who relinquished his chairmanship and place on the board in August, controls around 90% of the shares in the Scottish Premier League leaders.
News broke on Saturday that Ellis, a former director at Queen's Park Rangers, was preparing to make a bid.
BBC Scotland learned that two other parties were also considering bids to take over the Ibrox club but Ellis is thought to be the front-runner.
The club have not bought a players since August 2008 and last month Johnston warned that the "future outlook remains fraught with challenges", despite announcing a £13m profit for the six months ending in December - thanks largely to Champions League participation.
The squad was trimmed last summer, while Portuguese midfielder Pedro Mendes was sold in January.
Manager Walter Smith and his assistant Ally McCoist have been working without contracts since their agreements expired at the turn of the year.
"It's very difficult for me to comment on the situation with Andrew Ellis, because I don't know much about it," said Smith. "But the probability of a new owner coming in would be positive."
"However there's a difference between expressing an interest and actually buying the club.
A consortium headed by Andrew Ellis took over Northampton Town in 2002
"Everybody at the club is affected by the uncertainty, so it would obviously be nice if this got settled, but I think we've got a long way to go before we see that.
"It's not affected the team greatly on the pitch.
"We didn't do well in the European arena but domestically we've been going along OK.
"Hopefully, we can see the season out successfully but we know we have to work hard for that and anything going on in the background will not effect us in the run-in."
Rangers enjoy a 10-point lead in the championship race, with a game in hand over closest challengers Celtic, while they are in the final of the Co-operative Insurance Cup and the quarter-finals of the Scottish Cup.
Property developer Ellis withdrew an unpopular bid to take over English Championship side Queen's Park Rangers in 2001, after being granted a three-week lock-out period to prove he had the cash to back up his proposal.
He also headed a consortium that took control of Northampton Town in 2002.
However, he did not last long at The Cobblers, stepping down from his role as chairman just a few months after his arrival.
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