11/08/2025
On July 23, 2025, the President of the Federative Republic of Brazil enacted Law No. 15,177/2025, which that at least 30% of seats on the boards of directors of state-owned and mixed-capital companies be reserved for women. The law applies to public companies, mixed-capital companies, their subsidiaries and controlled companies, and other companies in which the Union, States, municipalities or the Federal District hold the majority of the capital stock with voting rights.
The new law may be implemented gradually, establishing minimum percentages to be met in accordance with the timing of board elections: 10% in the first election after its entry into force, 20% in the second, and 30% from the third onwards. At least 30% of the seats reserved for women must be filled by Black women or women with disabilities, with this requirement taking effect from the third election, when the 30% threshold is reached.
The board of directors will be prevented from deliberating on any matter if it does not observe the minimum percentages of female participation established by law.
The new law adds to other market initiatives aimed at promoting diversity in corporate governance bodies. In recent years, the measures proposed by B3 – Stock Exchange and referenced by the Brazilian Securities and Exchange Commission (CVM) have required publicly-held companies to disclose information on the adoption of policies aimed at diversity in the composition of the board of directors and executive officers. With the approval of the ESG Annex, a document with proposed measures to encourage gender diversity and the presence of underrepresented groups in senior leadership positions and the reporting of good environmental, social and governance practices by listed companies, Brazilian companies listed on the stock exchange must elect at least one woman and one member of an underrepresented community (black people, brown or indigenous, members of the LGBTQIA+ community or people with disabilities) to its board of directors or statutory board. The adoption of the measures is not mandatory, but the justifications for their non-compliance must be reported transparently to the market and society.
By encouraging greater female representation in decision-making bodies, the new law reaffirms the commitment to strengthening the governance and sustainability of state-owned companies.
Authored by: Felipe Castro
