Learn about the organizational impacts and repercussions of European legislation on the subject
On July 23, 2025, Law No. 15,177 was enacted, resulting from the conversion of bill No. 1246/2021, known for establishing quotas for women on the boards of directors of state-owned companies.
Among other changes, the new Law amends Article 133 of the Brazilian Corporations Law (Law No. 6,404/76), requiring companies specified in the Law to disclose their equity policy in their management reports, including specific information on positions and salaries.
In general terms, the legislation establishes a 30% quota for women in positions on the boards of directors of state-owned companies, mixed-capital companies, and companies in which federal entities (Union, State, or Municipality) hold, directly or indirectly, the majority of the voting corporate capital.
According to the legal wording, this implementation will take place gradually and in stages, starting with 10% of the positions affected immediately after the first election held after the new law comes into force, followed by 20% after the second election, and finally 30% after the third election.
After the implementation period, companies must reserve and allocate 30% of these seats for women with disabilities and/or who self-identify as black.
The New Law also establishes the premises of the management report, which must be disclosed in advance, i.e., before the Regular General Meetings (RGMs) are held, through the inclusion of paragraph 6 in article 133 of the Brazilian Corporations Law.
The report should include the company’s equity policy, with clear and explanatory information regarding its application and effectiveness.
In this vein, the Law also determines the points that must be addressed in the aforementioned equity policy, such as the mandatory inclusion and disclosure of the number and proportion of women hired by hierarchical levels and those holding management positions in the company; statement of remuneration (whether fixed, occasional, or variable) for positions and functions held in a similar manner within the company, broken down by gender; and, finally, an annual comparison of the evolution of the indicators provided for in the Law between the current and previous fiscal years.
As a form of punitive measure, the Law provides that the board of directors of such companies that, for any reason, fail to comply with the new legal requirements will be prevented from resolving any and all matters.
In this context, there is a certain similarity with the measures adopted by the European Union, which, in 2022, approved Directive 2022/2381 on gender balance on the boards of directors of companies listed on regulated markets (Women on Boards Directive 2022), with the exception of micro, small, and medium-sized companies. This directive entered into force in all member states in December 2024.
In general terms, the directive stipulates that at least 40% of non-executive officer positions, or alternatively 33% of management positions in general, must be held by women, with annual reports on the gender composition of boards, measures taken and any obstacles to compliance with their objectives, in addition to the application of effective and proportionate penalties in the event of non-compliance with the regulations.
Therefore, considering the impacts of the Law in Brazil and the international trend on the subject, the Corporate and Governance Team at Ronaldo Martins & Advogados is prepared to discuss alternatives for interpreting the new requirements and adapting corporate and compliance practices to the provisions of national and international legislation in force.
