SAF, Corporate-Owned Club and Club: Consequences of Tax Reform and the SAF Law as a Solution to Alleged Inequalities

Since football arrived in Brazil and its practice began, the non-profit association model was adopted as the legal form for organizing the ownership of assets used in the activity. This option was justified, at the end of the 19th century and throughout almost the entire 20th century, because there was, in fact, no economic purpose in its organizational logic.

From the end of the 19th century to the present day, almost everything has changed, internally and externally, structurally and conjuncturally, locally and internationally. Football has become the object of the most global of sporting manifestations, with ramifications on every continent and in almost every country – there are more FIFA members than UN members – across ideologies and religions. Thus, its original purposes, voluntarily or involuntarily, have also been shaken.

However, in countries that should be taking advantage of advancements to assert their relevance and leadership – in contrast to the export-oriented role that third-world countries like Argentina and Brazil have strived to occupy, the perception remains fossilized: that civil society and the State should continue to finance inefficiency (or the privileges of the efficient), through, for example, tax exemptions.

The dilemma becomes even more evident when assuming, as a premise, that high-performance football has ceased to be merely a recreational expression with social or educational purposes, even if, in an auxiliary way, some club or SAF (Sociedade Anônima do Futebol – Football Association) directs a portion of its revenue to non-profit projects.

In Brazil, there is a disconnect between the community's contribution to the maintenance of the sport and the return that the beneficiaries deliver to their funders. The only justification might be of an existential nature. In other words, enabling the existence of football teams through tax breaks.

But this is a fallacy.

According to a survey by IBESAF1, as of December 12, 2025, Brazil had 127 SAFs (Social Interest Associations), the majority originating from the transition from non-profit associations to business entities through drop-down restructuring, with only a minority constituted (or created) for this purpose. These latter entities, above all, represent a contingent that found in the contributory model a way to seek sustainability and a solution to the problems inherent in associativism.

This choice was made in an unfavorable environment, since, until the completion of the tax reform, SAFs were subject to higher taxation than civil associations. There was an unavoidable choice for a more onerous, yet promising, model.

Indeed, the unequal tax treatment, to the detriment of entrepreneurship, did not begin with the emergence of SAFs. It has always existed, even before the Zico Law (Law No. 8,672/1993), which introduced the concept of the club-company to the system, and after the Pelé Law (Law No. 9,615/1998), both of which represented unequivocal efforts to transform the environment. A football company, at any time, would pay – or has paid – more tax than a club.

The greatest example of disregard for equality occurred with the approval of the Profut Law (Law 13,155/2015), which provided for a special tax regime, but more onerous than the associative one, for the company formed by the club (club-company) to manage football activities.

Even so, the poorly justified veto by President Dilma Rousseff was carried out without resistance, helping to preserve centuries-old associative power structures and preventing the acceleration of the transformation and modernization process of the Brazilian football "industry."

Therefore, from the beginning, and until the emergence of the SAF Law (Law 14.193/2021), any company competed at an abysmal level with the club format, a fact that largely justifies the historical monopoly of associativism.

Now, due to the conclusion of the tax reform, the mistaken impression arises that the result will necessarily create inequalities to the detriment of non-profit associations.

Although the reform has indeed included associations in the group of taxpayers, the SAF Law does not require the presence of one or more investors for the constitution of an SAF. A SAF (Sociedade Anônima do Futebol - Football Limited Company) can thus have the club itself as its sole shareholder, without the need for a sale to a third party. And it will benefit from a governance model appropriate to the relationships established in the market environment, without affecting the club's own governance.

In the end, with this structure, at least four positive results are achieved: (i) tax homogeneity, resulting from the development of football through a SAF (Sociedade Anônima do Futebol - Football Corporation) totally controlled by the club itself; (ii) segregation of the governance models of the club and the SAF, which are subject to distinct interests and purposes; (iii) segregation of the football operation from the club's other activities, including amateur sports and social practices, in order to achieve better allocation, within the segregated structure, of revenues and expenses of the various activities; and (iv) preservation, in the club's assets, of all the SAF's shares (if and when financially viable).

The SAF Law, in conclusion, offers a path for associativism to preserve itself as the controller of football, and also to benefit from instruments suitable for the development of its direct and indirect purposes, without the need for (very difficult) constitutional reform or other extravagant movement.