New law in Brazil establishes 30% quota for women on state-owned company boards and crucial transparency rules

Member firm, Cescon Barrieu, shares news from Brazil regarding important changes to Law No. 13,303/2016 (“State-Owned Companies Law”) and Law No. 6,404/1976 (“Corporation Law”), with implications for state-owned companies, publicly held companies and corporations in general, as specified below.

For state-owned companies

This new law establishes the mandatory minimum participation of women on the boards of directors of state-owned companies.

The law inserted article 19-A into the State-Owned Companies Law, determining that “on the boards of directors of public companies and mixed-economy companies covered by this Law, at least 30% of the full members shall be women.”

Furthermore, an item was added to article 8 of the State-Owned Companies Law, which already provided for transparency requirements, establishing the mandatory annual disclosure of the policy on equality between men and women, including:

• Number and proportion of women employed by hierarchical levels
• Number and proportion of women in management positions
• Statement of remuneration segregated by sex
• Comparative evolution of these indicators

The new law allows for the implementation of the measure to occur progressively and gradually, considering the following minimum percentages of positions reserved for women on boards of directors:

• 10% from the first election after the law comes into effect
• 20% from the second election onwards
• 30% from the third election onwards

Of the number of vacancies reserved for women, at least 30% must be filled by Black women or women with disabilities, with recognition as a Black woman being based on self-declaration. This sub quota will only come into effect after the mandatory 30% reserve is reached.

External and internal oversight bodies will monitor compliance with the law, complementing the oversight system already provided for in articles 85 to 90 of the State-Owned Enterprises Law. Any board that violates these provisions will be barred from deliberating on any matter.

Publicly traded companies

The new law also allows publicly traded companies to join the same reserve of seats for women on their Boards of Directors, further establishing that the Executive Branch may regulate an incentive program for such membership.

Corporations in general

The new law also added paragraph 6 to article 133 of the Corporations Law, determining that the management report to be submitted annually to the Annual General 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 of the company;
• the number and proportion of women holding management positions within the company;
• the statement of fixed, variable and occasional remuneration, segregated by sex, relating to similar positions or functions within the company; and
• the comparative evolution of the indicators provided for in the items above between the fiscal year ended and the immediately preceding fiscal year

We emphasise that the legislator did not distinguish between privately held companies, publicly traded companies or state-owned companies, so that the provision in its literal sense would apply to all companies incorporated as a corporation (sociedade anônima or S.A.).

Context and historical overview

Two years ago, Law No. 14,611/2023 ("Salary Transparency Law") introduced mandatory Salary Transparency Reports, applicable to private legal entities (including publicly traded companies) with 100 or more employees.

Regardless of criticisms levelled at its methodology and effectiveness, this report was created to facilitate comparisons between men's and women's salaries and the proportion of directors, managers and leadership positions.

Similarly, specifically for publicly traded companies, CVM Resolution No. 80/2022 established the disclosure of certain information about employee numbers.

Thus, the provisions of the new Law No. 15,177/2025 complement the Wage Transparency Law, which does not cover state-owned companies but only private legal entities, and the regulations of the Brazilian Securities and Exchange Commission, which apply only to publicly traded companies and have a narrower scope.

Furthermore, while the Wage Transparency Law focuses on employees, the new law focuses on female representation in decision-making spaces, that is, in senior management.

These laws have as their convergent objective gender equality in the market, but they act at different levels: one at the salary base and the other at the power and governance structure.

The enactment of Law No. 15,177/2025, resulting from a Bill presented in 2021, occurs in a global context of resistance to the ESG agenda, which makes its analysis even more relevant, with the potential to create a competitive advantage for Brazilian companies that are able to adopt inclusive practices in a structured and strategic manner.

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 regulatory text and assist in implementing the measures necessary to comply with the new legislation.

This bulletin summarises legislative changes and judicial and administrative decisions in Brazil. It is intended for clients and members of Cescon, Barrieu, Flesch & Barreto Advogados. This update is not intended to provide legal advice on the matters discussed herein and should not be construed as such.

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This article was produced by Cescon Barrieu, a CELIA Alliance member firm.

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