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 public companies, mixed-capital companies, and entities controlled by the Union, states, municipalities, or the Federal District, as well as extending the optional participation to publicly traded companies; within this percentage, the vacancies must be partially occupied by Black women or women with disabilities. The new law is already in effect and provides for inspection and sanctions in case of non-compliance.
The determination applies gradually to the covered companies, with a requirement of 10% in the first elections after publication, 20% in the second elections, and 30% in the third, as provided by the regulation. Rounding considers fractions equal to or greater than 0.5 to round up. The self-declaration of belonging is accepted in the case of black women.
According toRicardo Vieira, partner at Barcellos Tucunduva Advogados (BTLAW) and specialist in Corporate Law at 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' resolutions, which may hinder the election of directors and the approval of strategic operations. This strike may cause losses to the company and result in violations of other legal regulations, subjecting those responsible to applicable sanctions.
In practice, the selection of board members is an obligation of the shareholders. Therefore, if the company violates the law and there are damages, it is likely that the accountability will mainly fall on the controlling shareholders. Still, the administrators can also be held responsible 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 first years of the norm's validity, the criteria adopted in selection processes are likely to be adjusted to meet the new legal requirements. "The companies will need to fill the vacancies with women who are already part of the organization or hire new professionals. Therefore, internal processes of training, qualification, and promotion may be adapted to ensure compliance with the law," he concludes.
According toMarcelo Godke, partner at Godke Advogados, specialist in Corporate Law and PhD in Law from USP.The requirement of quotas on boards of directors based on personal characteristics, rather than technical criteria, represents a step backward. "The selection of advisors should be based on qualification, experience, and merit, factors truly determinant 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 the results and competitiveness of the companies," states the expert.
Godke also emphasizes that the main consequence foreseen by the new law is the suspension of the resolutions of the boards of directors of state-owned companies and their subsidiaries if the minimum percentage of women is not met, which may 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 law is not properly disclosed. Non-compliance can lead to legal consequences, especially in companies regulated by the Securities and Exchange Commission, concludes.
The review of the standard must occur within 20 years after the date of publication, 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.
