Taxation and proprietor: what will change in Bahia if the sale of Grupo City is approved

With the arrival of City Group’s supply to purchase shares in SAF in Bahia, the companions will have the function of deciding whether or not or to not approve the conversion right into a membership firm and, due to this fact, the sale of Squadron to an Arab fund. The choice will be taken at a rare basic assembly, which will be convened after an evaluation of the settlement by the advisory board.

Since the finish of final yr, the time period SAF, which stands for Soccer Society Anonymous, has turn into in style amongst Brazilian followers. The legislation, which permits soccer golf equipment a brand new club-company mannequin, was revealed in August 2021 and gained prominence after Botafogo, Cruzeiro and Vasco joined.

Faced with a choice that will completely change the future of Bahia, it is obligatory to know what this new mannequin represents. Currently, most golf equipment in Brazil, together with the tricolors, are non-profit associations. These associations have a quantity of tax advantages that they’d not have if they have been firms, but additionally restrictions that stop them from presenting themselves on the market, having an investor and even distributing income.

Since the Nineties, soccer golf equipment can turn into firms in the nation. To do that, it was sufficient to decide on the Limited Association (LTDA) or Public Limited Company (S/A) mannequin. Bahia itself lived this expertise between 1998 and 2006, when it was an S/A whose majority shareholder was Banco Opportunity, proprietor of 51% of the shares. By the approach, a debt to Opportunity, resolved solely this yr, was the final hurdle overcome earlier than the formulation of the present SAF proposal, which will be introduced on Friday (22) by the board of the membership of advisors, at an occasion in Fonte Nova.

The important distinction between the SAF and the two fashions talked about is that the new legislation offers completely with soccer. Thus, though they’ve an proprietor and pay taxes as an organization, after they migrate from the affiliation to the SAF, the golf equipment have a decrease tax fee than different firms, ensuing in a bonus for attracting traders. This is defined by lawyer Fabricio de Castro, former president of the OAB-BA.

“SAF has an easier approach of taxation than firms in basic. Some taxes are collectively withheld on the foundation of revenue and this simplified regime helps so much,” he explains.

The change to a membership firm is not obligatory, however the growth that happens after the creation of Law 14.193 (referred to as the SAF Law) is on account of the expectation of attracting overseas capital – in a market with indebted golf equipment and traders with an eye fixed for acknowledged expertise and gross sales potential of Brazilian athletes.

Clubs should observe a set of guidelines when migrating to the new mannequin. Among the necessities are: formation of a compulsory Board of Directors, composed of the specified half of the membership and half of the investor; prohibiting the administrator of the SAF from being the identical as that of the establishment; creation of a Fiscal Council; and management over info. Debt sharing between SAF and the affiliation may weigh on attracting traders.

“Looking ahead, we now have a regulatory framework that considerably separates the money owed golf equipment have had earlier than with the future of the membership. Today, the investor has the certainty that every one obligations will not be managed by him. The investor is accountable for the previous, half of SAF’s revenue is supposed to repay previous money owed, however he could make the investments, the planning and transfer ahead,” concludes Fabricio de Castro.

Owner or companions?
By getting into the market and buying and selling SAF shares, the golf equipment have an proprietor. The investor will be accountable for soccer administration, model analysis, signing choices and group course. Any contribution that will be made throughout the buy contract is set out in the contract. Depending on the case, the quantity can be utilized to repay money owed or be invested in one other approach.

“In phrases of enterprise, golf equipment ought to have funding levels after they signal contracts. For instance, a membership that indicators a contract in the present day will have a minimal funding degree. Warranties to be contractual. The legislation will not require the investor to make investments aside from the contract itself,” says the lawyer.

It is essential to emphasise that even with the institution of the SAF, the affiliation stays alive. It will focus the membership’s labor and tax obligations. To guarantee cost of collectors, SAF should remit 20% of the affiliation’s annual revenue.

Changes to the colours, anthem, protect and some other symbols of the affiliation can solely be made with the consent of the affiliation. In this case, the last choice will be made by the companions who stay related to the authentic establishment.

In the Bahia instance, no symbols will be modified. Club Atlético Torque, on the different hand, modified its badge and even its title after changing into a franchise for Grupo City in Uruguay. Today it is Montevideo City Torque.

“The supporting member continues to train his rights inside the affiliation. Within the limits that the affiliation has to perform in the SAF, the companion, inside the affiliation, will have the ability to present itself”, explains Fabricio de Castro, summarizing what is at stake.

“For a SAF to exist, the authentic membership should first approve it. There will be no SAF if these companions don’t approve. So no trampling on rights. Apparently he will lose energy, he will not have the ability to vote for president [da SAF]. But there will be extra funding. It’s a selection,” he concludes.


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