The Reform of the SAF Law: Part IV

A brief digression is made from the order of presentation of the changes promoted in the SAF law by Bill 2,978/23 (“Bill 2,978”), to address the vetoes made by the President of the Republic, Luiz Inácio Lula da Silva, as published on June 8th, in Law 15,4271, of June 3rd, 2026 (resulting, therefore, from the sanction, with vetoes, of Bill 2,987).

The vetoes, in practice, change nothing – or almost nothing – in relation to the original legislation. This is because the vetoed articles generally contained new wording that smoothed out rough edges left by the SAF law or reinforced existing provisions of the SAF law itself or the system.

Despite this, the opportunity to signal that the Brazilian State is committed to establishing a public policy aimed at forming the largest football market on the planet was lost once again.

The consequence of the unjustified vetoes should (or ought to) consist, therefore, only in the perception of (mistaken) legal uncertainty – although this perception often undermines such confidence – and not in a change of direction.

Time, however, should dispel any inappropriate perception of the consequences.

Let's examine each case.

Article 2, §7:

Initially vetoed (in ascending order of appearance) was paragraph 7 of Article 2, which established the following:

“§ 7 The constitution of a Football Corporation does not imply the formation of an economic group between it and the club or original legal entity that constitutes it.”

The intention was merely to bring into the Corporation law what is already contained in the system, specifically in Article 2, §3, of the CLT (Consolidation of Labor Laws), with the following content:

“§ 3 The mere identity of partners does not characterize an economic group; for the group to be configured, it is necessary to demonstrate integrated interest, effective commonality of interests, and joint action by the companies that comprise it.”

No judge should fail to observe the provisions of the CLT; However, regarding SAFs (Sociedades Anônimas de Futebol - Football Corporations), the misunderstanding of their function, soon after the enactment of the SAF law, caused incorrect judicial decisions that take time and effort to review – but which are already being correctly reformed and stabilized – the intention was only to reinforce what already existed – and continues to exist.

In other words, the analysis of group configuration is carried out on a case-by-case basis, and the simple fact that a club is a shareholder of the SAF, as will be the case in almost all instances, does not imply the formation of an economic group.

Article 9:

The new wording provided the following:

"Art. 9 The Sociedade Anônima do Futebol is not responsible for the obligations of the club or original legal entity that constituted it, prior or subsequent to the date of its constitution, except for the obligations that are expressly transferred to it by the club or original legal entity in the corporate acts provided for in the cases of items II or IV of the caput of article 2 of this law.

“Single paragraph. The transfer, by the club or original legal entity to Sociedade Anônima do Futebol, of any right or obligation that is not related to the corporate purpose of Sociedade Anônima do Futebol is prohibited.”

In other words, it reinforced what was already intended - and continues to be intended - by the original wording of the article, which attributes responsibility to the SAF for the obligations transferred to it, and not for the obligations that persist within the club.

These obligations will be resolved with the club's own resources, and others from the SAF, such as dividends and royalties, but not in the form of the assumption of responsibilities by the SAF.

Therefore, the SAF (Sociedade Anônima do Futebol - Football Limited Company) should be seen as the solution to the club's crisis (through the origination of resources, as provided by law), and not as the entity responsible for past obligations (and irresponsibilities).

This statement is confirmed by the new wording of Article 10, caput, which remains unchanged and duly sanctioned, establishing the following:

"Article 10. The original club or legal entity is exclusively and fully responsible for the payment of obligations prior to the constitution of the Football Limited Company, through its own revenues and the following revenues originating from the Football Limited Company: (...)".

Furthermore, the SAF has a specific purpose. Its activities are restricted to football and related matters, according to Article 1 of the SAF law. Therefore, the club cannot transfer obligations from other sports to the SAF. This is a logical corollary, already contained in the structure of the SAF law.

Article 10, § 2:

The vetoed paragraph stipulated the following:

“§ 2. The amount transferred to the original club or legal entity, as per item I of the main clause of this article, does not form part of the revenue of the Football Corporation.”

This text was not included in the original wording. However, it stemmed from a logical structure.

Indeed, Article 10, I stipulates that a club under RCE - Centralized Execution Regime - will receive 20% of its revenue from the SAF (Sociedade Anônima do Futebol - Football Corporation) to satisfy the club's own creditors, according to an approved creditors' plan.

In other words, the SAF does not appropriate the inflows, and they do not generate income or assets for it. The SAF is merely a vehicle for transferring resources – even those generated by it, without the club's participation. The revenue will belong to the club, and the respective tax law will apply to the club – which will be more beneficial to the tax authorities, incidentally, due to the reform promoted by Constitutional Amendment 132/23.

Thus, another opportunity to strengthen legal certainty and reduce litigation was lost, without altering the original purpose of the SAF Law.

Article 12:

The intention was to offer the following wording for Article 12:

“Article 12. Any form of constraint on the assets or revenues of the Football Corporation is prohibited, including by seizure or order to block values ​​of any nature or kind, in relation to the obligations of the club or original legal entity, prior to or subsequent to the constitution of the Football Corporation.”

The current text, which prevails, provides the following:

“Article 12. While the Football Corporation fulfills the payments foreseen in this Section, any form of constraint on assets or revenues is prohibited, by seizure or order to block values ​​of any nature or kind on its revenues, in relation to obligations prior to the constitution of the Football Corporation.”

The autonomy of the Football Corporation must be respected. There should be no conditions, except in pathological situations, such as those foreseen in Article 50 of the Civil Code.

The assets of a SAF (Sociedade Anônima do Futebol - Football Corporation) will always be available to its creditors, when applicable, and not to third-party creditors. The original text is interpreted within this framework, and not as an isolated element that undermines fundamental principles of corporate law and liability. Pathologies will be addressed with remedies already projected in the legal system. This also applies if practiced by the SAF.

Here, again, the attempt was to confer this systemic notion, merely to reinforce the autonomy of the parties and their own liability, which cannot be denied to the SAF.

Maintaining the text does not change the context, therefore.

Despite these explanations, and to intensify the perception of legal certainty, it is hoped that the National Congress will overturn the vetoes, for the benefit of the country.