Football Corporation (Sociedade Anônima do Futebol): Scope of the centralized enforcement system

Law No. 14,913/2021 (Football Corporation Law) was conceived as a mechanism to restructure football clubs, in particular through the creation of the new corporate type called Football Corporation (Sociedade Anônima do Futebol). Among the several innovations, the legislator addressed the concern of the reorganization of debts existent prior to the incorporation of the Football Corporation, providing for two mechanisms: (i) the Centralized Enforcement System; and/or (ii) the Judicial and Extrajudicial Reorganization procedures.

It is already settled in case law that Judicial and Extrajudicial Reorganization are allowed for football clubs formed as association. However, there are controversial decisions on the applicability of the Centralized Enforcement System for associations. The matter under debate is: would the Centralized Enforcement System be allowed for football sports associations that have not transferred their assets to a Football Corporation (Sociedade Anônima do Futebol)?

The Centralized Enforcement System encompasses:

• labor enforcement proceedings; and
• civil enforcement proceedings.

Paragraph 2 of article 14 of the Football Corporation Law establishes that the inclusion of the respective enforcement proceedings depends on the approval, respectively, of the President of the Regional Labor Court (Tribunal Regional do Trabalho) and the President of the Court of Justice (Tribunal de Justiça).

The Superior Labor Court expressly established through Provision CGJT No. 1 of August 19, 2022 (link) that the Centralized Enforcement System would apply exclusively to associations that have already incorporated a Football Corporation (Sociedade Anônima do Futebol).

In addition, the aforementioned Provision establishes that the approved plans of Centralized Enforcement Systems that do not fit the above requirement, must file a request for a Special Labor Payment Plan (Plano Especial de Pagamento Trabalhista) – which would involve requirements other than those required by the Football Corporation Law, such as, for example, the requirement to provide a guarantee.

Within the civil sphere, the few recent precedents have been in the opposite direction, authorizing clubs to include their debts subject to enforcement in the Centralized Enforcement System, even before the incorporation of the Football Corporation (Sociedade Anônima do Futebol).

Civil and labor courts can independently decide on the Centralized Enforcement System. The existence of different positions from the same institute in the civil and labor spheres presents a challenge for the application of the Centralized Enforcement System. Clubs that have joined or intend to join the Centralized Enforcement System must take into consideration recent decisions when planning the structuring of their debts.

Our team is available to provide further clarifications and assist in decision-making on the topic.