On July 23, Brazil approved Law No. 15,177/2025, which introduces new guidelines for the composition of boards of directors in state-owned companies and, optionally, in publicly traded companies.
The law has direct implications on governance, annual reporting, and compliance practices.
Under the new law, public companies, mixed-capital corporations, and their subsidiaries or controlled entities must ensure that at least 30% of board seats are held by women. Of these seats, at least 30% must be allocated to self-declared Black women or women with disabilities.
For publicly traded companies, compliance is optional.
The law establishes a phased implementation schedule: 1st election: at least 10% of board seats filled by women; 2nd election: at least 20%; 3rd election: full compliance with the 30% quota.
This gradual approach gives companies time to develop policies for attracting, retaining, and promoting female leadership—without compromising legal certainty or operational efficiency. Governance and compliance departments should begin preparing now for upcoming shareholder meetings.
One of the most impactful provisions is the amendment to Article 133 of Brazil’s Corporations Law (Law No. 6,404/76). Companies will now be required to publicly disclose their equity policies, hiring and promotion ratios, gender representation in management positions, salary data broken down by gender and hierarchical level, and the evolution of these indicators over time.
This requirement applies to all corporations, not just those subject to the board seat quotas. As a result, companies will face new challenges in organizing HR data, producing annual reports in line with data protection regulations, and meeting auditing standards.
The law aligns with trends already recognized in Brazilian labor court rulings. The Superior Labor Court, guided by the National Council of Justice Gender Perspective Judging Protocol, has acknowledged cases of indirect discrimination in dismissals, promotions, and team restructuring—even when there was no clear discriminatory intent on the employer’s part.
