The SAF Law Reform - SAF Taxation and its Potential Precedence over Tax Reform
Understanding the tax system that now applies to SAFs deserves a more detailed explanation and more space than is usually given to this column.
Explanation follows.
Law 15.427/26, which reformed the SAF law, did not alter Article 31 or the TEF system, which consists of a specific and unique tax regime for SAFs. However, it modified paragraph 1 of Article 32 to (i) provide that the concept of monthly revenue of the SAF applies exclusively for the purposes of the caput of Article 31. 31 and (ii) demonstrate that revenues from the assignment of sports rights are exempt for the five-year period also provided for in the main clause, as follows: “For the purposes of the provisions exclusively in the main clause of this article (art. 32), monthly revenue is considered to be the total revenue received by the Football Corporation, including revenues from prizes and fan membership programs, except for those relating to the assignment of athletes' sports rights, which will be exempt during the period provided for therein.” (emphasis added)
In other words, the reform addressed the concept of revenue, for the purposes of the TEF, which will serve as the basis for calculating the taxes due by the SAF and, at the same time, reaffirmed that, in the first 5 years following the constitution of the SAF, revenues resulting from the assignment of athletes' rights will be excluded from the base (as per the highlighted passage above).
However, the TEF system was shaken by the tax reform, embodied in Constitutional Amendment 132/23, later regulated by Complementary Law 214/25. The tax reform, among other aspects, instituted two new taxes, the IBS and the CBS, which will replace "old" taxes such as PIS and COFINS. The replaced taxes were part of the unified taxes in the TEF; the new ones will take their place.
But the accommodation process involved dilemmas, disagreements, back and forth, until, in the end, instead of simply promoting substitutions of one for the other and attributions of the same percentages in the distribution of revenue, there was an increase in the total rate and the appropriation, from the beginning of the SAF's constitution, of the revenue from the transfer of athletes' rights.
In numbers: after the conclusion of the tax reform, the overall TEF rate was set at 6% on the monthly revenue of the SAF (Sociedade Anônima do Futebol - Football Association), distributed as follows: 4% allocated to unified federal taxes (IRPJ, CSLL and employer social security contributions), 1% to CBS and 1% to IBS.1 This represents an increase of approximately 50%, compared to the final rate of 4% originally foreseen.
The basis for this is Complementary Law 214/25, which expressly addresses the SAF in its own chapter, with the following content:
"Article 292. Transactions involving goods and services carried out by a Football Corporation (SAF) are subject to a specific regime of the IBS and CBS, in accordance with the provisions of this chapter.
(...)
Article 293. The SAF is subject to the TEF regime - Specific Taxation of Football - established in this chapter.
§ 1 The TEF consists of the monthly collection of the following taxes and contributions, to be calculated following the cash basis:
I - IRPJ - Corporate Income Tax;
II - CSLL - Social Contribution on Net Profit;
III - Contributions provided for in items I, II and III of the caput and in § 6 of article 22 of Law 8.212, of July 24, 1991;
IV - CBS; and
V - IBS.
(...)
§ 3 The basis for calculating the monthly and unified payment of the taxes referred to in § 1 of this article shall be the total revenue received in the month, including that relating to:
I - Prizes and fan membership programs;
II - Assignment of athletes' sporting rights;
III - Assignment of image rights; and
IV - Transfer of the athlete to another sports entity or their return to activity in another sports entity.
§ 4 The value of the monthly and unified payment of the taxes referred to in § 1 of this article shall be calculated by applying the rates of:
I - 4% (four percent) for the unified federal taxes referred to in items I to III of § 1 of this article;
II - 1% (one percent) for the CBS;
III - 1% (one percent) for the IBS, being:
a) Half of this percentage corresponding to the state tax rate; and
b) Half of that percentage corresponding to the municipal tax rate.
(...)”. (emphasis added)
In other words, the SAF law provided for a transitional taxation model, with a higher rate and a reduced base in the first five-year period, and a reduction in the rate and the higher base from the sixth year onwards – and for the remainder of the SAF's life.
However, the tax reform changed the model. According to § 3 of article 293 of Complementary Law 214/25, the calculation base for the monthly and unified tax payment now includes all revenues received in the month, including revenues from (i) prizes and fan membership programs, (ii) assignment of athletes' sporting rights, (iii) assignment of image rights, and (iv) transfer of an athlete to another sports entity or their return to activity in another sports entity.
The exception originally provided for in the SAF law, for the assignment of athletes' sporting rights, was, according to the text, eliminated.
Thus, since the tax reform occurred before the fifth anniversary of the SAF law, no SAF entered the second period originally foreseen, which would begin in the sixth year. None. This demonstrates the rupture promoted by the state in relation to the model it had instituted.
The reform of the SAF law, however, brought a possible debate regarding one aspect: the broadening of the base, from the constitution of the SAF. Approved after the tax reform, Law 15.427/26, reforming the SAF law, expressly established in § 1 of article 32 that revenues from the assignment of athletes' sporting rights are exempt during the five-year period foreseen in the caput of the aforementioned article. The text is as follows:
"§ 1 For the purposes of the provisions exclusively in the heading of this article, monthly revenue shall be considered to be the total revenue received by the Football Corporation, including that derived from prizes and fan membership programs, except for that relating to the transfer of athletes' sporting rights, which shall be exempt during the period stipulated therein." (emphasis added)
This provision, contained in ordinary law, differs from Article 293, § 3, of Complementary Law 214/25. Since this law predates Law 15.427/26, could it attract the repealing effects foreseen in Article 2, § 1, of Decree-Law 4.657, of September 4, 1942, which instituted the Law of Introduction to the Norms of Brazilian Law? In other words: could an ordinary law, even a later one, actually revoke a previous complementary law without undermining the normative hierarchy established by the Federal Constitution?
The revocation, admitted according to the consolidated jurisprudence of the STF (Supreme Federal Court), established in Theme 1.3522, must be evaluated in light of any eventual reservation of complementary law and when the materiality reveals itself to be ordinary, according to the following thesis: “it is possible to revoke or alter by ordinary law a benefit instituted for public servants by complementary law when materially ordinary, observing the principle of symmetry”.
Therefore, the nature, and not the form, matters for resolving any conflict between ordinary law and complementary law, as occurs in the case of the SAF (Special Administrative Unit). And, in this case, the eventual prevalence of the SAF law over the tax reform.
This is a thesis that may be debated in the near future, in doctrinal and jurisprudential terms.
