New legislation establishes gender quota for boards of directors
By Camila Magami Cardinale e Fernando Pacheco Di Francesco
On July 23, 2025, Law No. 15,177/2025 was published, establishing a minimum quota of 30% of board seats in the boards of directors of certain companies for women. This is an unprecedented rule in the Brazilian legal framework.
The new requirement applies mandatorily to state-owned enterprises, mixed-capital companies, their subsidiaries and controlled entities, as well as to companies in which the Federal Government, States, Federal District or Municipalities hold, directly or indirectly, the majority of the voting share capital. For publicly held companies, adherence to the quota rule is optional and may be encouraged through future incentive programs to be established by the Executive Branch.
The law also introduces an important additional diversity requirement: within the percentage reserved for women, at least 30% of the seats must be filled by Black women or women with disabilities. This sub-quota will become mandatory after the full implementation of the general 30% quota.
Implementation of the new rule may occur gradually, in line with the regular election cycles of the boards of directors. The intention is to allow companies to progressively adapt to the new composition without requiring immediate changes to current mandates.
For companies subject to the mandatory rule, noncompliance may result in the board of directors being barred from resolving on any matters, in addition to being subject to oversight by internal and external control bodies, as provided under applicable legislation.
Additionally, the new law amended provisions of the Brazilian Corporations Law and the State-Owned Companies Law, imposing new disclosure obligations regarding gender equity indicators. Companies will now be required to publish their gender equality policy, including detailed information on the proportion of women employed by hierarchical level, female representation in management positions, and average compensation data disaggregated by gender.
This legislation reflects a broader global trend toward increased diversity in corporate leadership and requires companies subject to the new rules to reassess their governance practices, recruitment policies, and promotion criteria.
Our team is available to assist clients in assessing the implications of this new regulation and in implementing measures to ensure full compliance with the applicable requirements.
This newsletter is for information purposes only and should not be relied upon to obtain legal advice on any of the topics covered here. For further information, please contact the leaders of the Corporate Team. CGM Advogados. All rights reserved.