PTBecoming a company is not the only way for a football club to be well run
Since 2021, Brazil’s SAF law (Sociedade Anônima do Futebol, a football corporation) has let clubs become companies. The thesis listened to executives and council members from 20 clubs, almost the whole top division, and compared how club-companies and clubs that remain associations are governed. Explained in 12 screens.
In Europe’s big leagues almost every club is a company; in Brazil, almost none was
An associative club is a non-profit association: it belongs to its members, who elect council members and a president. A club-company has owners, who can sell shares to investors. Compare, per 100 clubs (or for the 20 clubs in Série A, Brazil’s top division):
Sections 2.3, 2.5 and 4.2 of the thesis, with Ernst & Young (2020) data for Europe’s five biggest leagues (England, Spain, Germany, Italy and France) and for Brazil’s Série A and B, in December 2020. The 8% of club-companies in Brazil is our calculation (100% − 92% associations). Série A: the thesis’s own count.
The SAF law creates a company alongside the old club
In August 2021 Brazil created the Sociedade Anônima do Futebol (SAF). Football moves into a new company, which can take in investors; the original club still exists, with its members and its old debts. Tap each rule:
Tax on revenue, according to one of the thesis’s sources:
Sections 2.4 and 2.6 of the thesis, which summarizes the law with Senate adviser José Carlos Silveira Barbosa Júnior (Oliveira, 2022). Tax rates from Julião (2022), cited by the thesis; the "ordinary company" rate is the approximate burden on revenue given by that source. The ten-slice stack is our illustration of the minimum 10% that gives the club its class A shares.
Twenty top-flight clubs opened their doors to the research
The author approached all 20 clubs in the 2023 Série A; only two did not give an interview. Between November 2022 and February 2023, the author spoke on Teams with one person from each club, from 20 different clubs: senior executives or experienced council members. See the group by:
Sections 3 and 4.1. Grouping the roles into "councils" and "management" and the totals are our counts from the thesis’s list. Roles are not linked to codes: there is no way to tell who is who. What people said reflects the time of the interviews; the author notes that some clubs changed format afterwards.
The interviews became seven big topics
The author tagged excerpts of each interview by hand with codes (short names, often in the speaker’s own words) and grouped the codes into categories. Four were expected; three emerged from the conversations. In the grid, each column is a person and a tall cube marks who spoke about the topic. Choose:
Tables 3 and 4 and section 4.2. The text mentions 47 codes; in Table 4 we count 50 codes and 18 sub-codes (sub-codes appear in the panel). Speaking about a topic does not mean speaking about one’s own club: a mention is not a score. Quotes translated by us.
The most cited pros are the management and political problems of associations
When talking about the advantages of becoming an SAF, interviewees first recalled the problems of associations: infighting, inefficiency, amateurism. The cons revolve around a new law and risks that are still poorly understood. Each bar counts the people who mentioned the topic. Tap a bar:
Table 4 and section 4.2 (categories C2 and C3). The split by type of club is our count. Code names shortened by us. The cons were mentioned by few people: they are concerns, not a balance sheet.
In the associations, becoming an SAF ranged from “we never discussed it” to “we should switch in 30 days”
Each step gathers those who were at that point on the path at the time of the interview. In associations, the decision goes through the deliberative council and sometimes a members’ assembly. Tap a step:
Table 4 and section 4.2 (categories C1 and C4). A person can have more than one code; each is placed on the most advanced step they mentioned (our grouping). E18 said they would not turn the club into an SAF; E20, that the club "necessarily has to become an SAF".
In an association, the weekend score and politics reach the boardroom
Half of the interviewees said results on the pitch weigh on how associations are run: when the team loses, council members and fans push and the board feels it. See how the pressure changes:
Section 4.2, category C5 (Table 4). The chart is our illustration of the arrangement interviewees describe; each club has its own bylaws. Of the 14 associations, 10 have paid executives, 3 have volunteer executives and 1 did not touch on the subject (our count).
Of the six club-companies, three were already organized and three started almost from scratch
The thesis saw two groups. One already had better practices than many associations before the law. The other was born from clubs in very difficult financial situations, with precarious structures, and was building controls, processes and governance rules. Tap a club:
Section 5 (conclusions) and quotes from section 4.2. Block heights are our illustration of the two groups, not a score. According to the thesis, only club 16 had, at the time, governance on a par with companies in other sectors. Details that could identify the clubs were left out.
Associations range from precarious to excellent; club-companies are more alike
The thesis started from an assumption: the associative format no longer suits today’s football. Your guess: where do associations sit on a scale of management and governance practices?
Section 5. The thesis does not score the clubs: positions on the scale are our illustration of what the conclusions describe (two groups of club-companies; associations from "very precarious situations" to "levels of excellence"). For clubs with poor practices, the author says, the assumption holds.
For interviewees, the SAF rescues clubs in crisis and protects projects from changes of president
Almost half saw the SAF as a way out for indebted clubs. Seven mentioned another effect: with an owner, the club’s project does not restart from zero at every election. Tap a bar:
Table 4 and sections 4.2 (category C7) and 2.3. The split by type of club is our count. These are interviewees’ expectations at the time, not measured effects.
The legal format matters less than the governance a club practises
For the author, some associations are as well run as club-companies, but the associative model carries its own risks: political interference, a new project with every election and poorly prepared council members.
For associations
- Professionalize management, with paid executives held to targets.
- Review the bylaws: the deliberative council’s role, reporting deadlines and fast removal in case of wrongdoing.
- Those who stay associations need to restructure now, the author says, to remain competitive.
For SAFs and investors
- Build controls, management systems and compliance rules from the start.
- Look after the relationship with the original club, which keeps rights over name, colours and symbols.
- Becoming a company does not guarantee good management: the change may only start professionalization.
For members, federations and fans
- Demand transparency: financial statements, reports and council members’ access to contracts.
- One interviewee notes that change goes beyond clubs: refereeing, sports courts and federations too.
- Well-prepared council members make a difference in any format. (our reading)
What this research does not say
- Rules for all of football. Almost all clubs were in Série A; the findings do not apply to Séries B, C and D. · according to the author
- A neutral reading. In qualitative research, the interpretation is the researcher’s and may carry preconceptions. · according to the author
- The whole club’s view. Each club was heard through one person only, in different roles (directors, audit-board members, deliberative-council members). · our note
- Measured finances or performance. No financial statements or results on the pitch are compared; interviews date from 2022–23, just after the law. · our note
- A score per club. The counts say who mentioned a topic, not how well each club is governed. · our note
Credits
YAGUI, Paulo Henrique Zanon. Adoção do modelo de clubes-empresas no Brasil e suas consequências do ponto de vista de governança e gestão. Doctoral thesis (Business Administration) · Mackenzie Presbyterian University, São Paulo, 2024. Advisor: Prof. Dr. Wilson Toshiro Nakamura. Co-advisor: Prof. Dr. Richard Tacon.
Approved on 6 February 2024, after a one-year doctoral visit at Birkbeck, University of London. Support: Mackenzie Presbyterian Institute tuition waiver. Interviews approved by an ethics committee, with consent; people and clubs appear only as E1 to E20. Quotes translated by us. Simplified version for the general public.