In recent days, Law No. 15.177/2025 was enacted, establishing a mandatory minimum 30% reserve of positions for women on the boards of directors of public companies, mixed-capital companies, and companies controlled by the Union, states, municipalities, or the Federal District, in addition to optionally extending membership to publicly held companies. Within this percentage, the positions must be filled, in part, by Black women or women with disabilities. The new law is already in effect and provides for oversight and sanctions in case of noncompliance.
The ruling is gradually applied to the companies covered, requiring 10% in the first post-publication elections, 20% in the second elections, and 30% in the third, as stipulated in the rule. Rounding considers fractions equal to or greater than 0.5 to round up. The provision for self-declaration of affiliation 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 Education and Research (INSPER)Failure to comply with the new legislation may have immediate consequences, such as blocking board decisions, which could hinder the election of directors and the approval of strategic transactions. This interruption could cause losses to the company and result in violation of other legal regulations, subjecting those responsible to appropriate sanctions..
“In practice, the selection of directors is a responsibility of the partners. Therefore, if the company violates the law and incurs losses, liability will likely fall primarily on the controlling partners. However, directors may also be held liable if they fail to include the company’s equity policy and the information required by the new legislation in their management report,” explains the expert..
Vieira adds that, in the first years of the law’s validity, the criteria adopted in selection processes will likely be adjusted to meet the new legal requirements. “Companies will need to fill vacancies with women already working for the organization or hire new professionals. Therefore, it’s possible that internal training, qualification, and promotion processes will be adapted to ensure compliance with the law,” he concludes..
According to Marcelo Godke, partner at Godke Advogados, specialist in Corporate Law and PhD in Law from USP, Requiring board members to be selected based on personal characteristics, rather than technical criteria, represents a step backward. “The selection of directors should be based on qualifications, experience, and merit, factors that are truly crucial to a company’s 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 also highlights 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 taken under these conditions..
“Furthermore, even in publicly traded companies, there is a risk of directors being held liable if the information required by law is not properly disclosed. Noncompliance can lead to legal consequences, especially in companies subject to oversight by the Securities and Exchange Commission,” he concludes..
The standard must be reviewed within 20 years of its publication date, as established by the provision. It came into effect immediately, on July 23, 2025, with publication in the Official Gazette of the Union (DOU) on July 24..
