Under the Clubs and Companies Act, will immigrant clubs inherit vacant positions? – 09/08/2021

By Gabriel Coxtron

The waiting time is over! Last Friday (6) President of the Republic Jair Bolsonaro (No party) Bill 5516/2019 partially authorized the creation of the Anonymous Society of football (Sudanese armed forces). The text, which was submitted to Congress in July, was highly anticipated by clubs to allow them to become club companies, a well-known business model in world football.

In practice, clubs will be able to transfer into SAF assets such as name, brand and rights to participate in professional competitions, as well as contracts for the employment of players, use of image and receive resources from individuals, legal entities and investment funds.

One of the main parties interested in the transition to coordination is Sea trip, so that agreed Last week, by a vote of its board of directors, the implementation of the SAF in the club.

With the constitution approved by a large majority, Cruzeiro will be the first Brazilian football club to split into two CNPJs (National Register of Legal Entities): The Sports Confederation and Ultimate Investors.

This division is viewed with great skepticism by some fans, who doubt the participation of clubs that adhere to the model in competitions, since the creation of the CNPJ will practically represent a new club, which will need to guarantee seats in these tournaments, like everyone else. In the case of Cruzeiro, for example, when moving to SAF, will the club have to compete in the final division of the regional championship?

The answer is in the law itself.

“The PL itself states that the SAF has the right to participate in tournaments, cups or tournaments to replace the club, in the same conditions they were in at the time of the transfer,” Luciano Motta, attorney and author of “O Mito Is Clube-company.”

Francisco Mansour, a lawyer who specializes in sports law, says that despite the skepticism, the issue is well mentioned in the text of the law.

“PL 5516/2019 expressly provides for the possibility of the SAF participating in competitions in the places occupied by the club that formed it, in accordance with Article 2, 2, which states that Sociedade Anônima do Futebol will have the right to participate in tournaments, cups or tournaments to replace the club or The original legal entity, under the same conditions as at the time of the succession, where the administrative entities are responsible for the appropriate replacement without any sporting losses,” explains Francisco Mansour, an attorney specializing in the sport of law.

The lawyer also emphasized that this case, of a mathematical nature, was “fundamental”.

“The purpose of the rule is to enable the clubs, which wish to do so, to establish the SAF. The return of the club to the last division due to the creation of a new CNPJ will suffice, under this argument, no club would be willing to form the SAF, thus rendering the law inoperative,” Mansour says.

“It must be said, in fact, that even before the law came into force, some federations, such as the São Paulo Football Federation, had already realized that the company formed by the club could fill vacancies in the contested competitions. Botafogo, of Ribeirão Preto, which created Botafogo Futebol SA, a subsidiary of the club in 2018, to which the rights to compete in the competitions were transferred.Despite being a new CNPJ, the joint stock company filled the vacant place of the Botafogo Futebol Clube in Campeonato Paulista (Series A-1) and in Campeonato Brasileiro (Series B) in 2019, and continues to do so normally today”, adds the specialist.

Associação Cruzeiro will be maintained as the majority shareholder, with 51% of the share capital. Currently, the club owns 100%, but may sell to investors up to 49% of the part, “while still controlling the process”.

When migrating to SAF, investors will manage a significant portion of Cruzeiro’s revenue, such as television rights, athletes’ economic rights, fan partner programs, and advertising. For this purpose, a board of directors will be established to appoint a separate CEO and board of directors for the club.

According to the proposal approved by the board, 20% of the SAF pool will be used to pay off various club debts, with priority given to the most burdensome debts. However, the amount can also be used to invest in the professional cast and infrastructure of Tocas I and II.

It is important to stress that the Club properties will remain in Cruzeiro property, and may be rented, leased or engaged in any other business relationship.

Cruzeiro is one of the most indebted clubs in Brazilian football, with controversies approaching one billion Brazilian reals, and facing the biggest crisis in its centenary history. Before the approval, the businessmen had already sought out the foundation with the intent to help, but were waiting for the text to be approved in the House of Representatives and presidential sanction to start raising funds.

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