Text expands governance and transparency requirements; president vetoed sections about corporate debts and revenues
The president (PT) sanctioned Law 15,427, of 2026, which changes the rules of SAFs (Football Limited Companies). The standard was published in the DOU (Official Gazette of the Union) this Monday (June 8, 2026). Here is it (PDF – 495 kB).
The law modifies provisions of , which created the . The objective is to improve the governance of football companies, protect investors and preserve the rights of clubs, football professionals and athletes in training.
Among the changes, the law determines that at least 1 member of the board of directors and 1 member of the fiscal council be independent, as per the concept defined by the CVM (Securities Commission). It also obliges administrators resident or domiciled abroad to appoint a representative in Brazil before taking office.
The standard expands transparency requirements. SAFs must publish minutes of general assemblies and meetings of the board of directors, management and fiscal council. Confidential information or information that could harm the interests of the company may be omitted from the publication, but the full information must appear in the company’s books. Companies will also have to disclose their shareholding composition, with the names of the shareholders, the number of shares and the percentage of participation of each one.
The law also deals with the payment of obligations prior to the creation of the SAF. The club or the original legal entity will be responsible for paying off these debts with its own revenue and with amounts received from society. The text determines the full allocation of these resources to pay creditors until the obligations are settled.
The new rule also establishes that creditors will be able to convert credits against the club or the original legal entity into SAF shares, as long as the operation and criteria are approved by the general meeting of shareholders.
Lula vetoed sections of the project approved by Congress. Devices were blocked on:
- the non-automatic formation of an economic group between the SAF and the club that formed it;
- the limitation of SAF’s liability to expressly transferred obligations;
- the exclusion of amounts transferred to the club from SAF revenue;
- the prohibition of seizure or blocking of the company’s assets and revenues due to the club’s debts.
In the veto message, the government stated that the automatic exclusion of an economic group would compromise legal security and facilitate artificial structures of asset separation. It also stated that the limitation of liability would allow the club to select the liabilities transferred to SAF, with possible harm to third parties and creditors. Here is it (PDF – 225 kB).
The veto to the section on revenue was justified by a possible tax waiver without an estimate of financial-budgetary impact or compensation measures. According to the government, the change would also affect the calculation basis of the TEF (Football Specific Taxation).
Regarding the attempt to prevent seizures and blockages, the Executive stated that the measure would create absolute unseizability of SAF’s assets and revenues. For the government, the device would weaken credit guarantees and bring legal uncertainty to creditors, workers and consumers.
Vetoes will be analyzed by Congress.
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