Governance in SAFs and Investments in Football: Fiduciary Management and Compliance under Laws 14,193/2021 and 15,427/2026

• Federal Law No. 14,193/2021: Enacts the Football Corporation (SAF) legal regime, initial governance rules, and Centralized Execution Regime (RCE).
• Federal Law No. 15,427/2026: Strengthens fiduciary governance, mandates independent directors, and establishes qualified corporate disclosure (Arts. 8 and 10).
• FIFA RSTP (Current Edition): Regulations on the Status and Transfer of Players, governing Training Compensation (Art. 20) and the Solidarity Mechanism (Art. 21).
• Federal Law No. 13,709/2018 (LGPD): Personal data protection for athletes, segregation of minor data, and lawful retention grounds (Arts. 7, 14, 16, and 18).
• Federal Law No. 14,790/2023 & SPA/MF Regulations: Fixed-odds betting regulations, sports sponsorship integrity, and responsible advertising standards.

• What Venko offers today: B2B software platform for evidentiary dossier orchestration, indexing of corporate records with timestamps and SHA-256 cryptographic hashes, dual-control approval workflows (Maker-Checker), documentary reconciliation of earmarked revenues, and WORM (Write Once, Read Many) audit trails.
• What Venko proposes conceptually: Continuous evidence infrastructure synchronizing federative certificates, corporate resolutions, and judicial settlement receipts in a shared ecosystem between club, SAF, auditors, and creditors.
• What depends on contract, integration, or licensed third parties:
• Legal and Arbitral Decisions: Legal opinions, defense structuring, and contentious representation belong exclusively to legally licensed attorneys and, when applicable by contract or sports regulations, to competent arbitral or disciplinary bodies (such as CNRD/CBF and CAS/TAS). Venko does not provide legal advice, does not act in litigation, and does not guarantee dispute outcomes.
• Accounting Audit and Accountability: The audit and opinion on the SAF's financial statements belong exclusively to registered independent auditors (when required by corporate law), while the adjudication and approval of RCE accounts belong to the centralizing court under the approved plan. Venko does not issue accounting audit opinions nor act as a court expert.
• Monetary Custody and Financial Settlement: Judicial deposits for RCE creditors, escrow account management, and foreign exchange settlement of transfers are executed directly by financial institutions duly authorized by the Central Bank of Brazil to provide the applicable services. Venko is not a bank, does not hold customer funds, and does not process payments directly.

1. Entities, Powers, and Corporate Governance

• Independent Oversight and Governance Parameters: Independent director requirements, where applicable under the current statutory framework and Securities and Exchange Commission of Brazil (CVM) standards, ensuring autonomous scrutiny during long-term capital and asset deliberations.
• Qualified Corporate Disclosure (Art. 8 of Law 15,427/2026): Public dissemination of executive summaries of general meetings, board, and directorate minutes on an accessible electronic portal — permitting the omission of sensitive commercial trade secrets, provided full transcription is preserved in official corporate books —, along with nominative shareholder registers and audited financial statements.
• Conflict of Interest Prevention: Structural segregation of governance powers between the founding association and the controlling shareholder of the SAF. Legal mandate requiring foreign-domiciled administrators to appoint an attorney-in-fact with legal representation powers domiciled in Brazil prior to formal inauguration.

2. Obligations, Liabilities, and RCE Discipline

• Documentary Management of the RCE: Interfacing the SAF with historical associative liabilities requires auditable reconciliation of current revenue allocation (pursuant to the creditor schedule and payment plan homologated by the centralizing court).
• Corporate Discipline and Resource Distribution: The retention of current revenue for the RCE and any distribution of dividends (observing the statutory limits of Art. 10 of Law 14,193/2021 and subsequent amendments) are contingent upon statutory requirements, operational solvency, and court-approved agreements.
• Financial Reconciliation with Authorized Institutions: Transactional logging of revenue sources, documentary support for RCE debt installments, and retention controls designed to preserve judicial deposit receipts settled by authorized financial institutions against unauthorized alteration, when configured under the applicable retention policy, enabling systematic cross-checking between corporate ledgers, bank statements, and reports submitted to the court.

3. Athletes and Sporting Rights (FIFA RSTP Arts. 20 and 21)

• Training Compensation (Art. 20 FIFA RSTP): Structuring federation career timelines and archiving electronic player passports, mapping training periods between ages 12 and 23 to substantiate formative cost calculations, subject to FIFA eligibility conditions and regulatory exceptions.
• FIFA Solidarity Mechanism (Art. 21 FIFA RSTP): Evidentiary documentation support for calculating solidarity contributions (up to 5% of transfer compensation in international onerous transfers, distributed pro-rata to training clubs), subject to FIFA Clearing House eligibility rules and statutory limitation periods.
• Transfer Document Chain of Custody: Version control of transfer agreements, intermediary representation mandates, and federation registration certificates, organizing factual evidence separately from legal disputes or party arguments.

4. Commercial Counterparties and 4-Dimension Due Diligence

Pre-onboarding due diligence for commercial partners and sponsors is structured across four objective pillars:

• Corporate Dimension: Ultimate Beneficial Ownership (UBO) identification, shareholding structure analysis, Politically Exposed Persons (PEP) checks, and national and international sanctions list screening.
• Financial Dimension: Solvency assessment, fiscal regularity clearance, and economic verification of fund origins.
• Regulatory Dimension: Verification of operational licensing for betting operators before the Prizes and Betting Secretariat of the Ministry of Finance (SPA/MF), complying with advertising restrictions and ethical guidelines (Conar).
• Reputational and Integrity Dimension: Screening for relevant litigation, adverse media records, and sports integrity protocols to mitigate match-fixing and fraud risks.
• Human Discretion Thresholds: Automated telemetry flags risk scores and consolidates evidence; final counterpart approval remains strictly vested in human compliance and executive committees under defined authority thresholds.

5. Auditability, Verifiable Integrity, and Privacy (LGPD & WORM)

• Evidence Integrity (when configured in the applicable environment): Capability to integrate multi-factor authentication (MFA), strict role-based access controls (RBAC), reliable time synchronization, SHA-256 cryptographic hashes, and audit trails supporting WORM (Write Once, Read Many) retention, designed to support security practices and evidence relevant to internal audit and corporate due diligence, in alignment with the practices described in our Trust Center.
• Auditable Export Dossiers: Structured evidentiary packages featuring index, inclusion metadata, approver identifiers, and event logs to support boards, creditors, and independent auditors.

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Structuring Sports Governance | Talk to SAF Experts

Does Venko participate in commissions on athlete transfers?

No. Venko Total Group is strictly a provider of governance infrastructure and contract coordination, with no economic interest in the federative or economic rights of athletes.

How does the system assist in paying RCE creditors?

The system automates the documentary reconciliation of SAF revenues and structures reports so that authorized parties can submit deposits to the centralizing court in an auditable manner.

What is the operational difference between Training Compensation and the FIFA Solidarity Mechanism?

The Training Compensation (Art. 20 RSTP) remunerates the training costs incurred by educational clubs up to the age of 23 when signing the first professional contract or subsequent transfers. The Solidarity Mechanism (Art. 21 RSTP) retains 5% of transfer compensation in onerous transactions during the contract for proportional distribution among all clubs that trained the athlete from 12 to 23 years old. The platform structures the dossiers and specific calculations for each institute.

How do evidence retention controls designed against unauthorized alteration reconcile with data protection under the LGPD (Art. 18)?

Corporate documents, board resolutions, and accounting records must be retained to comply with legal, regulatory, and judicial obligations (Art. 16 LGPD), which take precedence over immediate erasure requests. For personal data that reaches the end of its legitimate processing purpose and whose deletion is directed by the controller, cryptographic erasure (crypto-shredding) of specific keys can be applied to segregated personal data without altering the integrity of the WORM (Write Once, Read Many) corporate chain of custody.

Regulatory Disclaimer: Venko Total Group is a neutral operational coordination platform and ledger aggregator, not a banking or custodial institution.

All financial settlements and segregation of capital are executed solely by authorized financial institutions and regulated custodians.