Board diversity: new law ensures at least 30% women, including Black women and women with disabilities

In recent days, Law No. 15,177/2025 was enacted, establishing the mandatory minimum reservation of 30% of positions for women on the boards of directors of public companies, mixed-capital companies, and entities controlled by the Union, states, municipalities, or the Federal District, while also optionally extending adherence to publicly traded companies; within this percentage, part of the positions must be filled by black women or women with disabilities. The new law is already in force and provides for oversight and sanctions in case of non-compliance.

The requirement applies gradually to the covered companies, mandating 10% in the first elections after publication, 20% in the second elections, and 30% in the third, as stipulated by the rule. Rounding considers fractions equal to or above 0.5 to round up. Self-declaration of belonging is accepted in the case of black women. 

According to Ricardo Vieira, partner at Barcellos Tucunduva Advogados (BTLAW) and corporate law specialist from the Institute of Education and Research (INSPER), non-compliance with the new legislation can lead to immediate consequences, such as the blocking of board of directors' deliberations, which could prevent the election of officers and the approval of strategic operations. This paralysis can cause losses to the company and result in the violation of other legal norms, subjecting those responsible to applicable sanctions. 

“In practice, the selection of board members is an attribution of the shareholders. Therefore, if the company fails to comply with the law and losses occur, it is likely that liability will fall primarily on the controlling shareholders. Nevertheless, 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 expert. 

Vieira adds that, in the initial years of the rule'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 the positions with women who are already part of the organization or hire new professionals. Therefore, internal processes for training, qualification, and promotion may be adapted to ensure compliance with the law,” he concludes. 

According to Marcelo Godke, partner at Godke Advogados, corporate law specialist, and Doctor of Law from the University of São Paulo (USP), the requirement for quotas on boards of directors based on personal characteristics, rather than technical criteria, represents a setback. “The selection of board members should be based on qualification, experience, and merit, factors truly determinant for companies' good performance. By imposing a mandatory composition without considering technical capacity, there is a risk of compromising management efficiency and resource allocation, directly impacting companies' results and competitiveness,” states the expert. 

Godke further emphasizes that the main consequence foreseen by the new law is the suspension of deliberations by the boards of directors of state-owned companies and their subsidiaries if the minimum percentage of women is not met, which could lead to the nullity of decisions made under these conditions. 

“Furthermore, even in publicly traded companies, there is a risk of liability for administrators if the information required by the legislation is not properly disclosed. Non-compliance can generate legal consequences, especially in companies overseen by the Securities and Exchange Commission (CVM),” he concludes. 

A review of the rule shall occur within 20 years from the date of publication, as established by the provision. It came into immediate effect on July 23, 2025, with publication in the Official Gazette of the Union (Diário Oficial da União - DOU) on July 24.