Liability of the Legal Representative of an Unrecognized Association: The Supreme Court with Order no. 17611/2025 Clarifies the Limits of Exemption

Unrecognized associations are pillars of our social fabric, but managing their liabilities, particularly tax liabilities, can be complex. The role of the legal representative is central, and their personal liability, especially after ceasing to hold office, is a delicate issue. Order no. 17611 of 30/06/2025 from the Court of Cassation offers a fundamental clarification, outlining the conditions for exemption from liability under Article 38 of the Civil Code. In the case that pitted C. against A., the ruling addresses the sufficiency of notifying the tax registry of the cessation of office to exempt the former legal representative from defaults such as failure to file tax returns.

The Regulatory Framework: Art. 38 C.C. and Unrecognized Associations

Unrecognized associations, despite lacking legal personality, are subjects of law. Article 38 of the Civil Code states that "For obligations undertaken by the persons representing the association, third parties may assert their rights against the common fund. Persons who have acted in the name and on behalf of the association shall also be personally and jointly liable for such obligations." This provision imposes personal and joint liability on those who acted for the association. Therefore, ceasing to hold such office requires attention to avoid past or future liabilities falling upon the former representative.

Order 17611/2025: Beyond Formal Communication

The Court of Cassation, with Order no. 17611 of 2025, examined whether the mere notification of the cessation of the legal representative's office to the tax registry (pursuant to Presidential Decree no. 605 of 1973) is sufficient to exempt from liability under Art. 38 C.C. for the association's failure to file tax returns. The Court balanced the formal aspect with the substantive one, highlighting that simple notification is not always sufficient.

In the context of an unrecognized association, the notification of the cessation of the legal representative's office – through the appropriate form – to the tax registry, pursuant to Articles 1, 2, and 7 of Presidential Decree no. 605 of 1973, is not sufficient to exempt from liability under Art. 38 C.C. for the association's failure to file tax returns, if the activity has in fact continued, nor does it constitute an indispensable prerequisite for exemption from said liability if the Administration has unequivocally learned that, at the time the deadlines for the tax return, which was in fact omitted, expired, the individual no longer held office.

This maxim is of fundamental importance and offers two directions:

• Formal Communication Not Sufficient: Mere notification to the tax registry does not exempt if the association continues its activities and tax obligations remain. An actual cessation of the role and a clear transition are necessary.
• Unequivocal Knowledge by the Administration is Determinative: Exemption is possible even without specific formal notification, if the tax administration has certainly learned that the individual was no longer in office at the time of the omission. The burden of proving such knowledge falls on the former representative (Art. 2697 C.C.).

Conclusions and Recommendations

Order no. 17611 of 2025 from the Court of Cassation is a key reference for the legal representatives of unrecognized associations. Mere formal notification is not enough to be freed from all liability; it is essential that the cessation of office is effective and that the tax administration is unequivocally aware of it. Diligence in managing the transition and the ability to demonstrate the Administration's knowledge are crucial for self-protection. Consulting legal professionals is always recommended for the proper management of such transitions.