Legal Representation of Legal Entities: The Court of Cassation and the Burden of Proof (Order No. 15914/2025)

In the dynamic world of law, clarity in procedural rules is fundamental to ensuring justice's certainty and efficiency. One of the issues that often raises questions concerns the legal representation of legal entities: who has the power to act on behalf of an organization, and, above all, who must prove this power? On this matter, the Court of Cassation, with Order No. 15914 of June 14, 2025, has provided a clarification of considerable importance, destined to simplify procedures and protect public trust.

The Heart of the Matter: Who Represents the Entity in Court?

Legal entities, whether they are companies, associations, or foundations, cannot act in person but must do so through their legal representatives. The capacity of an entity to stand in judgment is governed by Article 75 of the Code of Civil Procedure, which establishes that legal entities appear in court through those who represent them according to law or statute. The issue becomes complicated when the entity appears in court not through its 'default' legal representative (e.g., the CEO) but through another natural person who has granted a mandate to the defense counsel. In such cases, the question naturally arises: must this person prove they have the necessary powers? It is precisely on this point that the Supreme Court has intervened, shifting the burden of proof in well-defined circumstances.

Order No. 15914/2025: An Essential Clarification

The Order in question, issued by Section T, with President L. P. and Rapporteur A. L., addresses the appeal filed by M. G. H. against V. C., rejecting a decision by the Regional Tax Commission of Naples. The Court of Cassation has crystallized a fundamental principle, destined to guide judicial practice. Let's examine the maxim in detail:

In matters of legal representation of legal entities, where the entity has appeared in court through a person other than the legal representative, the natural person who has granted the mandate to the defense counsel is not required to prove their representative powers if such powers derive from the constitutive act or the bylaws, as, in this case, third parties have the opportunity to verify their existence by consulting documents subject to legal publicity, and consequently, it is incumbent upon the latter to provide the corresponding negative proof.

This principle is disruptive and, at the same time, logical. The Court, referencing legal provisions such as Articles 2328 and 2384 of the Civil Code (relating to the constitutive act and the powers of directors of joint-stock companies, but with principles that can be extended), emphasizes the importance of legal publicity. If the powers of representation derive from documents subject to publicity, such as the constitutive act or the bylaws (which can be consulted, for example, at the Companies Register), then it is not the responsibility of the acting party to prove they possess them. Conversely, the burden of proof that such powers do not exist or have been exceeded falls on the opposing party, i.e., the third party. This shifts the evidentiary burden, alleviating the position of the entity and its representative.

Key Points of the Decision:

• **Shift in the burden of proof:** It is not the party acting for the entity who must prove the powers, if these are public.
• **Relevance of legal publicity:** Constitutive acts and bylaws, if filed and accessible, are sufficient to make the power of representation opposable.
• **Protection of informed third parties:** Third parties have the opportunity to verify the existence of powers, and therefore the burden of proving their absence falls on them.
• **Procedural efficiency:** Pretextual challenges and delays due to requests for proof that is already publicly accessible are avoided.

Practical Implications and Legal References

This ruling fits within a well-defined legal framework, including Article 2697 of the Civil Code on the burden of proof. Here, the Court of Cassation applies a general principle: whoever asserts a fact (in this case, the absence of representative powers) must prove it, especially if the opposing party relies on facts (the existence of powers) that are in the public domain. For legal entities, this means greater agility in managing legal cases, reducing the need to produce publicly available documents on every occasion. For third parties, however, the judgment serves as a warning to exercise due diligence in verifying the powers of those acting on behalf of an entity, by consulting official sources.

Conclusions: Legal Certainty and Protection of Public Trust

Order No. 15914/2025 of the Court of Cassation is a striking example of how jurisprudence contributes to clarifying and simplifying complex aspects of civil procedural law. By making the identification and verification of the representative powers of legal entities easier, the Court not only promotes greater efficiency in proceedings but also strengthens the principle of legal certainty and the protection of public trust. This orientation ensures that parties to a case can operate with greater awareness, relying on accessible information and a burden of proof distributed equitably and logically.