Brazil: New Law Allows Soccer Clubs to Become Limited Companies

On August 6, 2021, Brazilian President Jair Bolsonaro promulgated Law No. 14,193 (Lei No. 14,193, de 6 de Agosto de 2021), which creates the Soccer Limited Company (Sociedade Anônima do Futebol, S.A.F.) with the aim of encouraging soccer clubs to be transformed into limited companies (empresas de sociedade anônima). Such companies may even issue bonds on the market and are subject to the regulations of the Brazilian Securities Commission (Comissão de Valores Mobiliários). 

An S.A.F. is defined as a company whose main activity consists of playing soccer in women’s or men’s professional competition, subject to the specific rules of Law No. 14,193, or, alternatively, to the provisions of Law No. 6,404 of December 15, 1976 (Lei No. 6.404, de 15 de Dezembro de 1976), which provides for limited companies (sociedades por ações), and Law No. 9,615 of March 24, 1998 (Lei No. 9.615, de 24 de Março de 1998), which provides general rules on sports. (Law No. 14,193, art. 1.)

 An S.A.F. may be created by the transformation of the original club or legal entity into an S.A.F.; by the split of the soccer department of the original club or legal entity and transfer of its assets related to soccer activity; or by the initiative of a natural person, company, or investment fund. (Art. 2.)

 The controlling shareholder of an S.A.F., be it an individual or member of a control agreement, may not directly or indirectly participate in another soccer limited company. (Art. 4.)

Law No. 14,193 further details the obligations and tax treatment of an S.A.F. (arts. 9–25), including the possibility of issuing bonds (debêntures), which will be called fut-bonds, whose characteristics are listed in article 26 of the law.

Furthermore, an S.A.F. must implement an Educational and Social Development Program (Programa de Desenvolvimento Educacional e Social), to promote measures to develop education through soccer and soccer through education via an agreement with a public educational institution. (Art. 28.)

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