Published on July 23, Law 15.177/2025, in its Article 2, Section I, establishes, on a mandatory basis, a minimum of 30% of seats reserved for women on Boards of Directors in specific business corporations, namely: public companies, mixed-capital companies, their subsidiaries and controlled entities, and other companies in which the Union, the State, the Federal District, or the Municipality, directly or indirectly, holds a majority of the voting capital. Of these reserved seats, according to the law, 30% must be reserved for Black women or women with disabilities. Recognition as a Black woman will be done through self-declaration.
According to Section II of the same article, publicly held companies are optionally required to adhere to the minimum reserve, as provided in the caput of Article 2. Article 2. Article 6 of the Law mentions the possibility of the Executive Branch proposing incentive programs for these companies to adhere to the minimum reserve requirement. This legal provision indicates the direction companies should follow to promote diversity and inclusion, corporate governance, and best practices.
This legislative innovation represents a significant advance in terms of female representation and the inclusion of vulnerable groups—Black women.
The expectation is that the new regulation will give a voice to these women, who, once represented, will be able to participate in decision-making that impacts the day-to-day operations of the company.
According to Article 5 of the Law, the board of directors of a business corporation subject to the obligation to comply with the new regulation will be prevented from deliberating on any matter.
It is also important to note that the Law amends the Corporations Law to include paragraph 6 of Article 5. 133, regulating the inclusion of equity policies in companies’ management reports, which must contain, among other relevant information:
I – the number and proportion of women hired, by hierarchical level within the company;
II – the number and proportion of women holding management positions within the company;
III – a statement of fixed, variable, and contingent compensation, segregated by gender, for similar positions or functions within the company;
IV – the comparative evolution of the indicators set forth in items I, II, and III of this paragraph between the current fiscal year and the immediately preceding fiscal year.
The law, derived from a proposal by Federal Representative Tabata Amaral, highlights the government’s efforts to promote diversity, primarily to reduce gender inequality.
The law will be reviewed every 20 years (as provided for in Article 9), a necessary measure for the assessment and monitoring of policies aimed at reducing inequalities and promoting equity.
Regarding publicly held companies, despite the initial optionality, these companies are responsible for adapting to the law by reviewing their internal policies, bylaws and contracts, their programs, and their practices, thus enhancing the effectiveness of promoting diversity and representation in the corporate environment.
Lúcia Guedes Garcia da Silveira | lucia@nascimentomourao.adv.br
Senior Partner, Coordinator of the Advisory Area, and Member of the Diversity and Inclusion Committee
Ramon Barbosa Tristão | ramon.barbosa@nascimentomourao.adv.br
Advisory Partner and Member of the Diversity and Inclusion Committee
Legal Debate, August 22, 2025
