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 issued, which establishes the minimum reserve requirement of 30% of positions for women on the boards of directors of public companies, mixed-capital companies and controlled by the Union, states, municipalities or DF, in addition to extending the optional membership to publicly-held companies; within this percentage, vacancies must be occupied, in part, by black or disabled women. The new law is already in force and provides for supervision and sanctions in case of noncompliance.

The determination applies gradually to the companies covered, with a requirement of 10 % in the first post-publication elections, 20 % in the second elections and 30 % in the third, as the norm prevents. The rounding considers fractions equal to or above 0.5 to round up. The forecast of self-declare belonging is accepted in the case of black women. 

According to Ricardo 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 generate immediate consequences, such as blocking the deliberations of the board of directors, which can make it impossible to elect directors and approve strategic operations. This shutdown can cause losses to the company and result in the violation of other legal rules, subjecting those responsible to appropriate sanctions. 

“In practice, the choice of directors is an assignment of partners. Therefore, if the company does not comply with the law and there are losses, it is likely that the responsibility lies mainly on the controlling partners. Nevertheless, managers can 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 first years of the norm, it is likely that the criteria adopted in selective processes will be adjusted to meet the new legal requirements. “Companies will need to fill vacancies with women who are already part of the organization or hire new professionals.Therefore, it is possible that internal processes of training, qualification and promotion are adapted to ensure compliance with the” law, he concludes. 

Conform Marcelo Godke, partner at Godke Advogados, specialist in Corporate Law and a doctor in Law from USP, Brazil the requirement of quotas in boards of directors based on personal characteristics, and not on technical criteria, represents a setback. “The choice of directors should be based on qualification, experience and merit, factors that are really 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 the results and competitiveness of companies”, says the expert. 

Godke also points out that the main consequence provided for 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 of managers if the information required by the legislation is not properly disclosed. Failure to comply can generate legal consequences, especially in companies supervised by the SEC, concludes. 

The revision of the standard should take place within 20 years after the date of publication, as established by the device. The entry into force was immediate, on July 23, 2025, with publication in the Official Gazette (DOU) on July 24.