Law No. 15.177, of 23 July 2025, made important changes to Law No. 13.303/2016 (“State-Owned Companies Law”) and Law No. 6.404/1976 (“Brazilian Corporations Law”), with implications for state-owned companies, listed companies and corporations/joint-stock companies in general, as detailed and specified below.
State-Owned Companies
The new law establishes quotas for women on the boards of directors of state-owned companies.
Article 19-A was added to the State-Owned Companies Law, stipulating that “on the boards of directors of public companies and mixed-capital companies referred to in this Act, at least 30% (thirty percent) of the members shall be women“.
In addition, item X was added to article 8 of the State-Owned Companies Law, which already provided for transparency requirements, establishing the obligation to annually disclose the gender equality policy, including:
- Number and proportion of women employed by hierarchical level
- Number and proportion of women in management positions
- Breakdown of remuneration by gender
- Comparative evolution of these indicators
The new law allows the measure to be implemented in a progressive and gradual manner, considering the following minimum percentages for the reservation of positions for women on boards of directors:
- 10% from the first election after the law comes into force
- 20% from the second election
- 30% from the third election
Of the number of seats reserved for women, at least 30% must be filled by black women or women with disabilities, and the qualification as a black woman must be based on self-declaration. This sub-quota will only come into effect once the mandatory 30% reserve has been reached.
The external and internal control bodies will oversee compliance with the law, complementing the oversight system already provided for in articles 85 to 90 of the State-Owned Companies Law. Any board that does not meet these provisions will be prevented from passing resolutions on any matter.
Listed Companies
The new law also allows listed companies to adopt the same reservation of positions for women on their boards of directors, and establishes that the Executive Branch may regulate an incentive programme for such adherence.
Corporations/Joint-Stock Companies in General
The new regulations also added paragraph 6 to Article 133 of the Brazilian Corporations Law, stipulating that the management report to be submitted annually to the Annual General Shareholders’ Meeting must include the equality policy adopted by the company and must contain, among other relevant information:
- the number and proportion of women hired, by hierarchical level in the company;
- the number and proportion of women who hold positions in the company’s management;
- a statement of fixed, variable and contingent remuneration, segregated by gender, for similar positions or functions in the company; and
- the comparative evolution of the indicators provided for in the items above between the financial year just ended and the immediately preceding financial year.
We highlight that the Congress made no distinction between privately-held companies, publicly-traded companies or state-owned companies, so that the literal wording of the provision would apply to all corporations/joint-stock companies.
Context and Historical Overview
Two years ago, Law No. 14.611/2023 (“Salary Transparency Law”) had already made the issuance of a Salary Transparency Report mandatory, applicable to private legal entities (including publicly-traded companies) with one hundred or more employees. Notwithstanding potential criticisms concerning its methodology or effectiveness, the Report was designed to enable the comparison of remuneration levels between men and women, as well as the distribution of leadership, management and executive positions held by each gender. Similarly, specifically for publicly-traded companies, Resolution 80/2022 issued by the Brazilian Securities and Exchange Commission (CVM) had already established the disclosure of certain information about the workforce.
Thus, the provisions of the new Law No. 15.177/2025 are complementary to the Salary Transparency Law, insofar as it does not cover state-owned companies, but only legal entities governed by private law, and to the regulations of the Brazilian Securities and Exchange Commission, which apply only to listed companies and have a less broad scope. Furthermore, while the Salary Transparency Law focuses on employees, the new law focuses on female representation in decision-making spaces, i.e. in the top management of companies.
These laws have gender equality in the market as a convergent topic, but they act at different levels: one on the salary base and the other on the power and governance structure.
The enactment of Law 15.177/2025 (resulting from a Bill presented in 2021) takes place in a global context of resistance to the ESG agenda, which makes its analysis even more relevant, with the potential to create a competitive edge for Brazilian companies that are able to adopt inclusive practices in a structured and strategic way.
Other aspects
The law came into force on the date of its publication and stipulates that it must be reviewed within 20 years.
Our teams remain available to answer questions about the text of the law and to help implement the measures needed to comply with the new legislation.
