At a Special General Meeting (“SGM”) held on 1 March 2026, the Club’s Members unanimously approved the proposal to incorporate Bonnyrigg Rose Athletic FC as a company limited by shares. The Club is currently working with its lawyers, Thorntons Law LLP, to complete the necessary documentation required to finalise the incorporation by the planned date of 1st June 2026.

To help everyone connected with the Club better understand what’s involved, we’ve set out below a number of FAQ’s.

1. Why is this change taking place?
The current structure is not considered appropriate to meet the Club’s operating activities and financial requirements or anticipated SFA licencing requirements.

2. What is the Club’s current legal status?
The Club is an unincorporated entity governed by its Constitution.

3. Who are the current owners of the Club?
The Club is owned by its Members. Under the Constitution, Members are defined as current season ticket holders, current sponsors, current Board and Committee members and Honorary Members.

4. How many Members does the Club currently have?
The Club has 313 Members falling into the categories shown above.

5. How will incorporation be achieved?
A new company limited by shares has been formed, Bonnyrigg Rose Athletic FC Ltd. The Club’s trade, assets, liabilities, contracts and undertaking will be transferred into that new company.

6. How will the transfer be achieved?
The Club and the new company will enter into a legally binding Business Transfer Agreement.

7. What will happen to the Club once the transfer is completed?
The Club will simply cease to exist in its current legal format and will be replaced by the new company.

8. Will there be any change to the Club’s activities?
No, Bonnyrigg Rose Athletic FC will continue to operate as a semi-professional football team playing its home fixtures at New Dundas Park. The Club will continue to be a member of the SFA, The Scottish Lowland Football League and The East of Scotland Football Association.

9. Does the change need to be approved by anyone other than the Members?
Yes, as a member club, SFA approval is required. We have provided the SFA with the information they require to confirm their approval.

10. How will the new company’s activities be regulated?
Every company is governed by its Memorandum and Articles of Association.
These documents typically include a range of rules and controls, including appointment of directors, share transactions, borrowing powers, permitted activities and shareholder approvals.

11. How can I get access to the Memorandum and Articles of Association?
As is the case with every company, these documents are available on the Companies House website.

12. Who will be the directors of the new company?
The directors will be the Club’s existing board members – Ian Durie (Chairman), Grant Fitzsimmons (Vice-Chairman), Marie Arthur (Secretary) and Keith Wilson (Treasurer). These individuals will be responsible for the day to day running of the Club and its activities.

In addition, Brendan Parkinson and Jim Wilson have agreed to be non-executive directors of the new company. They will not be involved day to day, but will have advisory roles where their knowledge and experience will be invaluable.

13. Will the Club Committee continue to exist?
Yes. As explained above, the new company will carry on the Club’s activities, none of which could happen without the continued involvement of the Committee members and other volunteers.

14. Who will be the shareholders of the new company?
Every current Club Member will be issued with one share in the new company.

15. Given that the incorporation process will be completed after the end of season 25/26, but before the start of season 26/27, how does this affect the definition of “current” Members?
The Club had 313 Members at the time of the SGM. As explained above, all of these will become shareholders in the new company. In addition, any new season ticket holders or new sponsors at the time of the incorporation on 1st June will also become shareholders.

16. How will transactions in shares be controlled?
The procedures for the sale, transfer and purchase of shares will be included in the new company’s Articles. These will include the requirement that any share transaction will have to be approved by the Directors to eliminate the possibility of shares falling into unwanted hands.

17. Will there be controls in place to prevent a sale of New Dundas Park at any time in the future?
Yes, the Articles will include a requirement that any sale or proposed change of use of New Dundas Park requires a special resolution approved by 75% of the company’s shareholders.

18. Are there any plans for the new company to issue shares to raise funds?
There are no plans for an issue of new shares at this stage. However, the Directors will review the situation on an ongoing basis and will consider the appropriateness of this as the Club moves forward.

19. As a Member entitled to receive a share in the new company, how can I ensure that my contact details are properly recorded in the Club’s records?
Although the Club has contact details for many of its Members, for completeness we are asking all Members to provide current details to ensure accuracy of our records. We therefore request that all Members complete and submit the linked form.

20. If I have any further questions or require more information, how can I obtain this?
Please feel free to contact chair@bonnyriggrosefc.co.uk.

Bonnyrigg Rose Athletic FC Ltd
20 April 2026