The Reform of the SAF Law: Part I

The Plenary of the Chamber of Deputies approved, on May 13, 2026, Bill 2,978/23 (“Bill 2,978”), authored by Federal Deputy Fred Costa (PRD-MG), which amends Law 14,193/2021 (“SAF Law”). Given that Bill 2,978 was conceived by Senator Rodrigo Pacheco (PSB/MG) and approved in the originating legislative chamber, with its recent approval in the Chamber, it was sent to the President of the Republic for sanction, in accordance with Official Letter 424/2026/OS-GSE from the Chamber of Deputies to the Federal Senate (“Senate Official Letter”).

Before addressing the origin and motivation behind Bill 2,978, it is essential to highlight the leadership within the Chamber of Deputies, spearheaded by the Rapporteur, Deputy Fred Costa, since the Senate submitted Bill 2,978 for review by the Chamber of Deputies.

This was, in fact, a subject he was familiar with, as he had also been the Rapporteur for Bill 5,516/2019 in 2021, which gave rise to the SAF Law.

This recognition is expressed not only through formal and procedural acts, such as Urgent Request No. 2,847/2024, as per Article 155 of the Chamber of Deputies Internal Regulations (submitted on August 6, 2024), but also through ongoing dialogue with representatives of football corporations and civil society.

Two meetings deserve highlighting: the first, held on November 5, 2024, in the Chamber of Deputies, with the presence of several directors of publicly traded football companies; and the second, held on April 28, 2026, at the official residence of the President of the Chamber of Deputies, attended by President Hugo Motta (Republicanos-PB), government leaders, and leaders of publicly traded football companies.

The result undoubtedly stems from the work and contribution of several people, but the leadership in that House, from the beginning, belonged to Deputy Fred Costa.

Bill 2,978 originated, as indicated above, in the Federal Senate, specifically in the office of the then President, Senator Rodrigo Pacheco (PSB-MG).

Aware, since the introduction of the SAF Law into the system, of the process of understanding and accommodation by the agents who shape it (lawyers, jurists, magistrates, etc.), and conscious that some rough edges arising from the construction of the sanctioned text (i) slowed the pace of formation of the new environment (or market) of Brazilian football and (ii) conferred legal uncertainty, especially due to judicial disputes originating from biased interpretations regarding the purposes of the SAF Law, a preliminary draft was initially formulated, later converted into Bill 2,978, presented to the Federal Senate on June 7, 2023.

Bill 2,978, reported by Senator Marcos Rogério (PL-RO), was approved, with the insertion of the content of a certain amendment authored by Senator Carlos Portinho (PL-RJ), and sent to the Chamber of Deputies, according to Official Letter No. 487, of June 10, 2023. Bill 2,978 was introduced in 2024 and has been under consideration in this Legislative House since then, until its recent approval and subsequent forwarding for presidential sanction, in accordance with Article 66 of the Federal Constitution, where it currently resides, as indicated in the preceding paragraphs.

Two years, therefore, separate the receipt of the Senate's Official Letter and the conclusion of the review, embodied in the plenary approval. And almost five years is the interval between the sanction of the SAF Law (and its insertion into the system), dated August 6, 2021, and the approval of its first reform by the National Congress – and imminent (or probable) sanction, which should occur within fifteen working days, in accordance with the paragraphs of the aforementioned Article 66.

Bill 2,978 aims, according to its own justification, to introduce legislative improvements to “(i) resolve doubts to attract investments and allow the development of football; (ii) reconcile the interests involved; and (iii) reinforce the legal security of contracts”.

According to the Justification, the improvements aim to (i) improve (the verb used, once again, was to improve) governance within the SAF (Sociedade Anônima do Futebol - Football Corporation), (ii) safeguard investors, and (iii) preserve the rights of clubs, football professionals, and athletes in training.

The following sections of this series will address the main and ancillary themes of the SAF Law Reform, which include, among others:

• league of sports practice entities (possibility of constitution in the form of a SAF);

• possibility of participation in other companies, in Brazil or abroad;

• form of constitution of the SAF through division or drop-down;

• succession in relations with athletes in training, professional athletes, and other persons linked to football activity whose contracts are transferred to the SAF;

• impossibility of sale, assignment, donation, transfer, etc. of class A shares by clubs to other persons;

• concept of economic group;

• need for the appointment of independent members to the boards of directors and supervisory boards;

• need for a foreign resident administrator to appoint a representative in the country to receive summons and subpoenas;

• publication of minutes of meetings of administrative bodies;

• responsibilities for the club's obligations prior to the formation of the SAF;

• payment of a minimum dividend by the SAF;

• allocation of dividends received by the club to satisfy creditors prior to the formation of the SAF;

• treatment of the seizure of the assets of the SAF that is compliant with the obligations provided for in the SAF Law;

• requirement for the adoption of the RCE and form of compliance with the plan;

• criteria for converting credit held against the club into SAF capital;

• relationship between RCE and judicial reorganization;

• obligation to implement the Educational and Social Development Program (PDE) by the SAF, establishment of a deadline for compliance and provision for penalties for defaulting SAFs; and

• equalization with the tax reform.