In recent days, Law No. 15,177/2025 was enacted, which establishes the mandatory minimum reservation of 30% of positions for women on the boards of directors of public companies, mixed-capital companies controlled by the Union, states, municipalities, or the Federal District, and optionally extends adherence to publicly traded companies; within this percentage, positions must be filled, in part, by Black women or women with disabilities. The new law is already in force and provides for monitoring and sanctions in case of non-compliance.
The requirement applies gradually to the companies covered, with a demand for 10% in the first post-publication elections, 20% in the second elections, and 30% in the third, as provided by the norm. Rounded fractions equal to or above 0.5 are rounded up. The provision for self-declaring belonging is accepted in the case of Black women.
According to Ricardo Vieira, partner at Barcellos Tucunduva Advogados (BTLAW) and specialist in Corporate Law from the Institute of Teaching and Research (INSPER), non-compliance with the new legislation can have immediate consequences, such as blocking the deliberations of the board of directors, which can hinder the election of directors and the approval of strategic operations. This paralysis can lead to damages to the company and may result in the violation of other legal norms, subjecting those responsible to appropriate sanctions.
“In practice, the choice of board members is an attribution of the partners. Therefore, if the company fails to comply with the law and there are losses, it is likely that the responsibility will fall mainly on the controlling partners. Still, the administrators may also be held liable if they fail to include in the management report the equity policy adopted by the company and the information required by the new legislation,” explains the specialist.
Vieira adds that, in the first years of the norm’s validity, it is likely that the criteria adopted in selection processes will be adjusted to meet the new legal requirements. “Companies will need to fill positions with women who are already part of the organization or hire new professionals. Therefore, it is possible that internal training, qualification, and promotion processes will be adapted to ensure compliance with the law,” concludes.
According to Marcelo Godke, partner at Godke Advogados, specialist in Corporate Law and PhD in Law from USP, the requirement of quotas in boards of directors based on personal characteristics, not technical criteria, represents a setback. “The choice of Board members should be based on qualifications, experience, and merit, factors that are truly decisive for the good performance of companies. By imposing a mandatory composition without considering technical capacity, there is a risk of compromising management efficiency and resource allocation, directly impacting results and competitiveness of companies,” says the specialist.
Godke also emphasizes that the main consequence expected by the new law is the suspension of the deliberations of the boards of directors of state-owned companies and their subsidiaries if the minimum percentage of women is not met, which can lead to the nullity of decisions made under these conditions.
“In addition, even in publicly traded companies, there is a risk of accountability for administrators if the information required by the legislation is not properly disclosed. Non-compliance can have legal consequences, especially in companies regulated by the Securities and Exchange Commission,” he concludes.
The review of the standard must occur within up to 20 years after the publication date, as established by the provision. The entry into force was immediate on July 23, 2025, with publication in the Official Gazette of the Union (DOU) on July 24.
