São Paulo is voting in 2026 on a bylaws reform that drew attention because of a 12th block devoted to a “feasibility study for a business corporation.” The wording may give the impression that the club is voting now to become a SAF. That is not what the official documents show.
The most important point predates the reform: the current Social Bylaws already contain a specific section on “Formation of a Business Corporation and Feasibility Study.” It requires a study on the corporate separation of professional football and the youth divisions from the club’s other activities and provides a path of review by different bodies before any final decision.
The 2026 proposal, therefore, does not introduce the issue. What it does is create a transitional provision tied to the president elected in 2026, with a new timetable, more detailed advisory requirements and specific procedural stages. And even if this block is approved as part of the reform, further decisions would still be needed before any separation of football operations or adoption of a corporate structure.
The current bylaws already provide for a study to separate football operations
In the current text, Articles 170 through 179 deal directly with the subject. Article 170 requires the President-elect, within up to 12 months from the inauguration of the members of the Board of Directors, to prepare a feasibility study for the corporate separation of football from SPFC’s other activities.
That study is not limited to a SAF. The bylaws themselves say it may consider any structure that makes the separation feasible, including the formation of a business corporation that holds the rights related to professional football and operates its activities.
The current procedure also already provides for specialized advice, monitoring by a committee of the Board of Directors and successive opinions from the President-elect, the Board of Directors, the Advisory Council and the Deliberative Council. If the process moves forward, the decision reaches the members at an Extraordinary General Meeting.
This changes how the 2026 news should be read. São Paulo did not, only now, begin to allow for a study on separating football operations. That possibility is already written into the bylaws registered and published by the club.
What the 12th block of the 2026 reform adds
The transitional provision published for the August 26 meeting ties the new study to the next administration. It requires the president elected in 2026 to complete the work within a specific deadline and describes more strictly who must advise the process.
In the most recent document made available by the club, the deadline is up to nine months from the new president taking office. The study must be supported by an investment bank, a company specializing in restructuring, or an asset manager with experience in this type of transaction, as well as specialized legal counsel. The text requires proven experience in the football sector and, especially, in structures involving
a Sociedade Anônima do Futebol (SAF).
There is also greater detail about the study’s scope. The analysis must address legal, tax, economic, financial and operational aspects and may examine any corporate or associative structure capable of making the separation feasible.
In practice, the 2026 block turns an existing provision into a project with a timetable tied to the administration taking office in 2027 and with more clearly defined requirements for advisers and documentation.
The committee and deadlines also change
The current bylaws provide for a Special Monitoring Committee made up of three members of the Board of Directors who are not part of the Elected Executive Board. This committee prepares monthly reports for the Board of Directors itself.
The 2026 provision calls for four members of the Board of Directors and requires the monthly reports to also be sent to the Deliberative Council. It is a broader monitoring arrangement than the one currently provided for.
There are also changes to internal deadlines. Today, the Advisory Council has 30 days to issue its opinion after receiving the study and the earlier opinions. In the transitional text, that period is reduced to 15 days. The Deliberative Council continues to have 30 days to deliberate after the Advisory Council’s recommendation.
The new provision also creates a relevant rule for delays: if the President-elect, the Board of Directors or the Advisory Council do not issue their opinions within the prescribed deadlines, the study and its conclusion will be deemed approved at that stage. The current bylaws do not provide for automatic approval in those same terms.
There is an official discrepancy over the study deadline
Documents published by São Paulo itself are not perfectly aligned on one point. The transitional provision dated August 7 and made available in the materials for the August 26 meeting states a deadline of up to nine months to complete the study.
The Legislative Committee’s opinion, dated August 10, reproduces a version of the text with a six-month deadline. Because the transitional provision published for the vote states nine months, that is the deadline used here as the reference for the text taken into the reform process. The final consolidated version of the bylaws, if the block is approved, should eliminate this documentary difference.
This inconsistency matters because it shows why it is not enough to summarize the reform as “São Paulo approves a SAF study.” What is at stake is a specific set of rules and deadlines, and the final wording will determine which version actually applies.
Approving the block now does not approve a SAF
The vote opened among council members on the night of August 26 and scheduled to close at 17:00 on August 27 decides the bylaws reform and its blocks. The official notice states that the process takes place through electronic voting among members of the Deliberative Council.
Even if the 12th block is approved by the Council, this does not mean that football operations will be separated or that a SAF will be created. First, the bylaws amendment still has to follow the reform procedure and reach the General Meeting of members.
Then, during the next administration, the study will have to be produced. The President-elect may recommend the separation or reject it. The Board of Directors will also have to issue its opinion. The Advisory Council will make its own assessment. Only then will the Deliberative Council deliberate on the merits.
The transitional provision is explicit that the study may conclude against the separation. It organizes the decision; it does not predetermine the outcome.
The club’s own legal opinion says there is no immediate change
São Paulo’s Legislative Committee reviewed the proposed transitional provision and stated that its purpose is not to immediately change the club’s legal or organizational structure, nor to decide on the adoption of a specific corporate model for football.
The opinion describes the proposal as a procedure for conducting a technical study and establishing the competent bodies, sequence of review and deadlines. It also emphasizes that future deliberations would still be necessary, culminating in the General Meeting.
This official interpretation is decisive for separating two things that are mixed together in part of the public discussion: studying a possible separation and approving the separation are different acts.
Quorum is one point that deserves attention in the final wording
The current bylaws establish, in Article 58, that the Deliberative Council is responsible for deciding on the formation of a business corporation and on the separation of football operations. For this matter, paragraph two requires a qualified quorum of at least 75% of the Council’s members.
The broader 2026 reform, in Proposal 8, keeps the 75% reference for the clause dealing with the formation of a business corporation and the separation of football operations. At the same time, the transitional provision in the 12th block says that, within the procedure for the new study, the separation may move to the General Meeting if it is approved by two-thirds of the members of the Deliberative Council.
The official materials published therefore contain a general 75% rule and a transitional two-thirds rule for the specific process. The Legislative Committee considered the transitional provision compatible with the bylaws system, but the final consolidated wording will need to make clear how these two references work together in practice.
What does not appear in the documents is authorization to separate football operations by a simple majority merely through the current reform vote.
The members’ decision remains part of the process
The current Social Bylaws give the General Meeting authority to decide on transforming SPFC into a business corporation, forming a business corporation by the club, and separating professional football from the other associative activities.
The 2026 transitional provision preserves this stage. If the Deliberative Council approves the separation in the future process, the Council’s president must call an Extraordinary General Meeting. The proposed text provides for a decision by a majority of the members present.
Before that meeting, the President-elect must hold between two and four explanatory sessions for members, with the possibility of participation by specialists.
Therefore, even after a favorable study and favorable internal opinions, there would still be a vote by the members specifically on the separation.
Even an approved separation would require another bylaws reform
The chain of decisions does not end with the General Meeting that might eventually authorize the separation. The 2026 provision requires that, if the members approve the new model, the President-elect prepare a work plan within 90 days and begin the process within no more than another 30 days.
The text adds that the Social Bylaws must be amended again to adjust their provisions to the new organizational model. The current bylaws already contain a similar requirement.
This means that the reform being voted on now does not, by itself, contain the final architecture of a future company. It creates or updates the path to study, deliberate and, only if all stages are completed, structure a later change.
The current bylaws still require SPFC to control any future company
Another important detail is in Article 179 of the current Social Bylaws. It establishes that, if a business corporation is formed, it must remain permanently controlled by SPFC, with a majority of the votes in deliberations and the power to elect a majority of its administrators.
The 54 main amendment proposals published for the 2026 reform do not present a specific change to this article. The transitional provision in the 12th block also does not state that it is repealed.
Therefore, based on the official material available during the vote, the club-control rule remains in the current bylaws. Any future model would have to comply with this provision or depend on another bylaws amendment that expressly changes it.
This point also helps avoid automatically treating “business corporation,” “separation of football operations” and “sale of control” as equivalent. They are related concepts, but they are not the same decision.
What is actually being decided in 2026
The August 2026 vote concerns a broad reform, with 54 proposals grouped into 11 thematic blocks and a separate 12th block for the feasibility study of a possible business corporation or corporate separation of football operations.
On the specific SAF issue, the key informational gain is understanding that São Paulo already had a bylaw roadmap. The new element is the attempt to impose a new study cycle on the administration elected in 2026, with a shorter deadline, qualified advisers, broader monthly reporting and updated procedural stages.
Even if the block enters the bylaws, the club will not have approved a SAF. It will have approved a procedure to study and decide, in stages, whether football operations should be separated and under what structure. The corporate decision itself would still depend on a study, opinions from the club’s internal bodies, a qualified vote in the Deliberative Council, a General Meeting of members and, if the separation is approved, another bylaws adjustment to implement the chosen model.
