BILL 2,978/2023: MODERNIZING FOOTBALL CORPORATIONS

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Públicada em: Thursday, August 22, 2024

On 10 June 2024, the Federal Senate approved Bill 2,978/2023, which amends the Football Corporation (SAF) law to enhance governance and protect investors’ rights. The SAF model, established by Brazilian law, allows football clubs to be restructured as corporations to attract investment and improve management. After passing the Senate, the bill moved to the House of Representatives. If approved, it will proceed to enactment.

The main changes in Bill 2,978/2023 fall into three categories:

• expanding SAF’s scope;
• protecting SAF’s assets from the original football club’s debts;
• expanding SAF’s intellectual property rights.

Initially, the SAF law allowed Football Corporations to engage only with companies within Brazil, restricting international expansion.

To modernize the legal framework, Bill 2,978/2023 removes this territorial limitation, enabling Football Corporations to participate in foreign companies and expand Brazilian clubs’ activities abroad.

Regarding asset protection, although the law holds the original club responsible for obligations before the Football Corporation’s establishment, Bill 2,987/23 reinforces this separation. The bill specifies that the club is “exclusively and entirely” liable for debts incurred before the SAF’s creation.

Additionally, the bill specifies that SAF’s assets and revenues are shielded from enforcement actions due to the original club’s obligations, whether from before or after the SAF’s creation. It also confirms that the SAF and the original club are not part of an economic group, preventing the club’s debts from impacting the SAF.

Lastly, the bill broadens the scope of intellectual property rights available to SAFs, previously limited to players. The new wording includes trademark rights licensed or transferred by the club.

This bill marks significant progress for the SAF law. If passed, it will boost Brazilian football’s global presence and offer greater legal security for investors.

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