Brazil’s pursuit of gender equity in the corporate environment has taken a historic step forward with the enactment of Law No. 15,177 of July 23, 2025. This new legislation mandates a minimum 30% quota for female participation on the boards of directors of public companies, mixed-capital corporations, their subsidiaries and controlled entities, as well as other companies in which the government holds a majority of voting capital.

For private publicly held companies, adherence is optional, but market and investors pressure is expected to drive voluntary adoption of these practices.

A Transformative Landscape: From Pay Transparency to Gender Parity


The approval of Law No. 15,177/25 does not occur in isolation. In recent years, Brazil has made progress in gender equity policies. A key milestone was the implementation of the pay transparency report, which required companies to disclose remuneration data disaggregated by gender and role, as well as information on female representation in leadership positions.

These measures have promoted greater transparency and created a favorable environment for the adoption of more robust diversity and inclusion policies.

The new law goes further by not only mandating the presence of women, but also explicitly requiring the inclusion of Black women and women with disabilities, who must occupy at least 30% of the seats reserved for women on boards of directors. Recognition of Black women will be based on self-identification, in accordance with inclusion and diversity guidelines.

Gradual Implementation: How Companies Should Prepare


The legislation provides for a phased implementation, allowing companies to adapt progressively. Upon the law’s entry into force, the following must be observed:

  • First election: Companies must ensure that at least 10% of board seats are held by women.
  • Second election: The minimum percentage increases to 20%.
  • From the third election onward: The definitive threshold of 30% female participation is reached, including the requirement that at least 30% of this total be Black women or women with disabilities.

This phased model allows companies to review internal recruitment, succession, and leadership development processes, creating a strong pipeline of female talent for strategic positions. Key benefits include:

  • Time for planning and adjustment: Companies gain time to identify, prepare, and promote women to leadership roles, avoiding rushed and non-strategic appointments.
  • Sustainable cultural change: The gradual transition supports the assimilation of new diversity and inclusion practices, fostering genuine and lasting cultural transformation.
  • Reduced legal and operational risks: Phased implementation lowers the risk of immediate non-compliance, allowing companies to adjust bylaws, internal policies, and governance processes in a planned manner.
  • Facilitated monitoring and communication: The gradual increase in quotas simplifies tracking of diversity indicators, enabling continuous adjustments and correction of deviations over time.

Additionally, the law establishes a rounding criterion to ensure equity in board composition, as follows:

  • If the resulting fraction is equal to or greater than 0.5, the next whole number must be adopted;
  • If the fraction is less than 0.5, the previous whole number must be considered.

This criterion is essential to ensure that even in boards with a small number of members, female representation is effective and substantial, avoiding tokenism.

By ensuring adequate representation, the law enables decision-making in a more diverse and inclusive environment, reflecting the importance of female participation in leadership and governance.

The goal is not only to meet a legal requirement but also to foster a more balanced and representative environment that values contributions from all genders.

The new law also provides that the Executive Branch may regulate incentive programs to encourage publicly held companies to voluntarily adopt the minimum quota for women on boards of directors.

This possibility is expressly provided for in Article 6 of the law, which authorizes the government to create incentive mechanisms to benefit companies that are not obligated but wish to voluntarily promote gender equity.

Thus, the federal government may develop public policies, tax benefits, recognition programs, or other initiatives aimed at increasing female participation in leadership roles, promoting a more diverse and inclusive corporate environment.

Oversight and Consequences of Non-Compliance


Oversight of compliance with the law will be carried out by the internal and external control bodies of the covered companies.

If a company fails to meet the quotas, its board of directors will be prohibited from deliberating on any matter. In other words, if the board is not properly composed in accordance with the minimum quotas, it loses its decision-making capacity, potentially paralyzing the company’s governance until the situation is rectified.

In addition to direct oversight, Law No. 15,177/25 strengthens transparency and accountability as instruments of social and institutional control, especially considering that provisions of the Corporations Law (Law No. 6,404/76) and the State-Owned Enterprises Responsibility Law (Law No. 13,303/16) have been amended.

With these changes, companies are now required to annually disclose information related to equity policies, female presence at all hierarchical levels, remuneration disaggregated by gender, and the evolution of these indicators. The transparency requirement facilitates monitoring by oversight bodies, shareholders, and civil society.

Global Trends and Impacts on Multinationals


The gender equity movement is not unique to Brazil. Several European countries have already adopted quotas for women on boards of directors. The issue is a constant topic in developed markets. Examples include:

  • Norway: A pioneer in adopting quotas, it mandated in 2003 that at least 40% of board seats in public companies and publicly held corporations be held by women[1].
  • France: The Copé-Zimmermann Law of 2011 required that 40% of board seats in large companies be reserved for women, with phased implementation deadlines[2].
  • Germany: Since 2015, listed companies with government participation must ensure at least 30% female representation on supervisory boards[3].
  • Spain, Italy, Belgium, and the Netherlands: These countries have also adopted similar legislation, with quotas ranging from 30% to 40% and progressive compliance deadlines[4].

In the United States, recent setbacks have led to the repeal of several federal policies promoting gender equity, including diversity incentive programs for corporate boards. This has created uncertainty for Brazilian companies with American parent companies, as many global diversity policies previously adopted by U.S. headquarters are still applicable to these subsidiaries.

Opportunities for Companies and the Role of Legal Advisory


Compliance with the new legislation should not be viewed solely as an obligation but as a strategic opportunity. Numerous international studies[5] indicate that companies with greater gender diversity in leadership positions perform better financially, are more innovative, and enjoy stronger reputations among investors and consumers.

The role of legal advisory is crucial in this process. It is necessary to review corporate bylaws, internal regulations, recruitment and selection policies, and implement training and awareness programs to ensure compliance with quotas and the effective inclusion of women, especially Black women and women with disabilities.

It is essential to analyze all stages of this process—from diagnosing the current situation, drafting equity policies, to implementing monitoring and communication mechanisms—ensuring not only legal compliance but also the creation of a fairer, more innovative, and competitive corporate environment.

Conclusion


Law No. 15,177/25 ushers in a new era for corporate governance in Brazil, aligning the country with international best practices and responding to society’s growing demand for greater diversity and inclusion.

Given that compliance with gender quotas will be monitored by internal and external control bodies—with severe penalties for non-compliance, such as the board’s inability to deliberate—and that transparency and accountability become increasingly relevant control mechanisms, companies that proactively structure their gender equity policies will gain a competitive edge. Not only in terms of compliance, but also in competitiveness and reputation.

 

[1] Public Limited Liability Companies Act, passed in 2003. Official report of the Norwegian government (Gender Balance on Corporate Boards – The Norwegian Experience).

[2] Copé-Zimmermann Act (Law No. 2011-103 of January 27, 2011, concerning the balanced representation of women and men on their boards of directors and supervisory boards).

[3] The Equal Participation Act (Gesetz für die gleichberechtigte Teilhabe von Frauen und Männern an Führungspositionen, 2015).

[4] Each of these countries has its own legislation establishing quotas, with percentages ranging from 30% to 40%. European Commission, “Gender balance on corporate boards: Europe is cracking the glass ceiling” (Report from the European Commission, updated periodically).

[5] McKinsey & Company. “Diversity Wins: How Inclusion Matters.” 2020. Credit Suisse Research Institute. “The CS Gender 3000: Women in Senior Management.” 2019. Catalyst. “Why Diversity and Inclusion Matter: Quick Take.” 2020.