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 those 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 effect and provides for oversight and penalties in case of non-compliance.
The requirement applies gradually to the covered companies, with 10% mandated 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 identity is accepted for Black women.
According toRicardo Vieira, partner at Barcellos Tucunduva Advogados (BTLAW) and corporate law specialist at the Institute of Education and Research (INSPER), non-compliance with the new legislation may result in immediate consequences, such as the blocking of board resolutions, which could hinder the election of directors and approval of strategic operations. This paralysis may harm the company and lead to violations of other legal regulations, subjecting those responsible to applicable penalties.
“In practice, the selection of board members is the responsibility of the shareholders. Therefore, if the company fails to comply with the law and damages occur, liability will likely fall primarily on the controlling shareholders. Still, administrators may also be held accountable 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 rule’s enforcement, the criteria adopted in selection processes will likely be adjusted to meet the new legal requirements. “Companies will need to fill the positions with women 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.
AsMarcelo Godke, partner at Godke Advogados, corporate law specialist, and PhD in Law from 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 qualifications, experience, and merit—factors truly decisive for companies’ performance. By imposing mandatory composition without considering technical capability, there is a risk of compromising management efficiency and resource allocation, directly impacting results and companies’ competitiveness,” states the specialist.
Godke also highlights that the main consequence foreseen by the new law is the suspension of resolutions by boards of directors of state-owned companies and their subsidiaries if the minimum percentage of women is not met, which could nullify decisions made under such conditions.
“Moreover, even in publicly traded companies, there is a risk of administrators being held liable if the information required by the legislation is not properly disclosed. Non-compliance may lead to legal consequences, especially in companies overseen by the Securities and Exchange Commission,” he concludes.
The law will be reviewed within 20 years of its publication date, as established by the provision. It came into immediate effect on July 23, 2025, with publication in the Official Gazette of the Union (DOU) on July 24.
