Law No. 15,177 of July 23, 2025 recently came into force, amending the State-Owned Companies Law (Law No. 13,303/2016) and the Corporations Law (Law No. 6,404/1976) with two main objectives: (i) to regulate the composition of the Boards of Directors of certain companies and (ii) to establish requirements related to gender equity in the management of corporations.
The new legislation requires that, on the boards of directors of state-owned companies, mixed-capital companies and their controlled companies and subsidiaries — provided that the Federal Government, states, the Federal District or municipalities directly or indirectly hold the majority of the voting capital — at least 30% of the seats be held by women. Within this minimum percentage, the participation of Black women or women with disabilities is also taken into account. However, this criterion does not apply to seats held by women appointed as employee representatives.
To make implementation feasible, companies will have up to three consecutive elections to reach this percentage. The 30% minimum may be achieved progressively: (i) at least 10% of seats filled by women in the first election after the law comes into force; (ii) 20% in the next election; and (iii) 30% in the third. It is worth noting that this percentage applies to the total number of seats held, regardless of the number of re-elected or newly appointed women directors.
Monitoring compliance with the rule will be the responsibility of the bodies in charge of the state-owned companies and other entities involved. Non-compliance will prevent the board from functioning regularly, and it will be unable to deliberate on any matter.
For non-state publicly held companies, adherence to the new rule will be optional. The Executive Branch may establish incentive programs to encourage these companies to also reserve board seats for women.
Law No. 15,177/2025 also amends article 133 of the Corporations Law, requiring the management report — made available in advance for the annual general meeting — to present information on the company’s equity policy. This includes the proportion of women in leadership positions, fixed and variable compensation criteria broken down by sex and position, and an annual comparative analysis of these indicators.
The measure follows international corporate governance and transparency practices, especially those observed by the European Union and the OECD, which have been demanding greater commitment to equity from companies.
Challenges remain
Despite the importance of the new law, experts warn that legislation alone will not be enough to correct the under-representation of women in strategic positions. According to public data from 2024:
- Petrobras had only 2 women among the 11 members of its Board (18%);
- At Eletrobras, 2 women out of a total of 9 directors (22%);
- Caixa Econômica Federal had 3 women among its 11 directors (27%);
- At Banco do Brasil, only 1 woman among the 8 board members (12.5%).
These figures show that, although there has been progress, female representation still falls short of the ideal, even in companies of economic and social significance. The effectiveness of the new legislation will depend on its effective implementation and on the creation of structural conditions that promote women’s access to decision-making spaces — such as training policies, diversity initiatives, tackling unconscious bias and institutional accountability.
