JUDGMENT NO. 138

YEAR 2026

ITALIAN REPUBLIC

IN THE NAME OF THE ITALIAN PEOPLE

THE CONSTITUTIONAL COURT

composed of:

President: Giovanni AMOROSO;

Judges: Francesco VIGANÒ, Luca ANTONINI, Stefano PETITTI, Angelo BUSCEMA, Emanuela NAVARRETTA, Maria Rosaria SAN GIORGIO, Filippo PATRONI GRIFFI, Marco D’ALBERTI, Giovanni PITRUZZELLA, Antonella SCIARRONE ALIBRANDI, Massimo LUCIANI, Maria Alessandra SANDULLI, Francesco Saverio MARINI,
has delivered the following

JUDGMENT

in proceedings concerning the constitutional legitimacy of Article 4-bis of Law No. 247 of December 31, 2012 (New regulations on the forensic profession), introduced by Article 1, paragraph 141, letter b), of Law No. 124 of August 4, 2017 (Annual market and competition law), brought by the National Forensic Council (CNF) in the proceedings pending between the National Union of Civil Chambers (UNCC) and others, and the Rome Bar Association (COA) and L. B. srl, by means of the referral order of October 24, 2025, registered under No. 7 of the 2026 register of orders and published in the Official Gazette of the Republic, 1st special series, No. 5 of the year 2026.

Having regard to the appearance of the National Union of Civil Chambers, represented by attorneys Antonio de Notaristefani di Vastogirardi, Mario Spinelli, Monica Ceravolo, and Marco Di Benedetto, as well as the intervention of the President of the Council of Ministers;

having heard the Judge Rapporteur Filippo Patroni Griffi at the public hearing of June 10, 2026;

having heard attorney Antonio de Notaristefani di Vastogirardi, acting on his own behalf and for the other intervening parties, as well as State Attorney Paolo Gentili for the President of the Council of Ministers;having deliberated in the chambers on June 10, 2026.

The Facts in Brief

1.− By order dated October 24, 2025, registered under No. 7 of the 2026 register of orders, the National Forensic Council (CNF) raised questions as to the constitutional legitimacy of Article 4-bis of Law No. 247 of December 31, 2012 (New regulations on the forensic profession), introduced by Article 1, paragraph 141, letter b), of Law No. 124 of August 4, 2017 (Annual market and competition law), with reference to Articles 24, 41, and 111 of the Constitution, insofar as it allows participation in law firms practicing the forensic profession «by a person who is not a lawyer and is different from another professional registered in the rolls of other professions», thereby permitting the participation of a «pure capital partner».

1.1.− The CNF reports that it is called upon to decide an appeal brought by the National Union of Civil Chambers (UNCC) and several individual lawyers against the resolution of the Rome Bar Association (COA) which had rejected their request for the removal of L. B. srl from the relevant professional roll.

The action had been brought by the UNCC as a trade association standing in judgment for the statutory purpose of protecting the role of the legal profession, as impaired by the possible practice of the forensic profession by entities that do not guarantee the independence of the lawyer, such as in the case of law firms (società tra avvocati - STA) with capital partners. Furthermore, the individual professionals had acted to defend their interest in fair competition within forensic activities, which would be distorted by the practice of the profession by non-independent entities.

Specifically, by means of the appeal, the applicants requested: 1) as an incidental claim, the referral to this Court of the question of the constitutional legitimacy of Article 4-bis of Law No. 247 of 2012, for violation, inter alia, of the right to defense and to a fair trial (Articles 24 and 111 of the Constitution), as well as the principles concerning freedom of economic initiative and competition (Article 41 of the Constitution); and 2) as a primary claim, the reformation of the decision of the Rome COA and the removal of the opposing law firm from the Rome register of lawyers.

The National Forensic Council shares the doubts regarding constitutional legitimacy raised by the applicants, adopting their arguments and adding certain further considerations.

The order states, first of all, that the appeal had alleged in fact that: a) «the […] president and legal representative [of L. B. srl] is an entrepreneur […] as well as an agent [of an insurance company]»; b) the activities of the opposing company appear to extend also to commercial initiatives; c) the company, «by virtue of the partnership with the capital partner[,] ma[kes] legal protection insurance policies available to clients on advantageous terms».

Consequently, the applicants complained that:

− the mingling of such activities, including those of a commercial nature, with the forensic profession would result in the weakening of the duty of independence (both economic and from the client) incumbent upon the lawyer;

− such a duty is essential because it is instrumental to the effectiveness of the right of defense and the proper administration of justice, thereby ensuring a fair trial for citizens;

− in particular, a lawyer working within such companies would not be free in their determinations, which would rather be guided by corporate bodies, given that their earnings depend on the commercial fortune of the company;

− therefore, they would not act in the interest of the proper administration of justice, but exclusively to divide profits, and could find themselves in serious conflict-of-interest situations for the resolution of which the regulations provide no remedies;

− specifically, one of the conflict-of-interest scenarios would be determined by the circumstance that the regulations allow the STA to provide services for its own partner, as this eventuality would generate problems in determining fees and distributing dividends;

− a law firm practicing the forensic profession with capital partners would manage to circumvent some of the incompatibilities provided for lawyers (Article 18 of Law No. 247 of 2012) and thus present itself on the market with «unreasonable competitive advantages» compared to individual professionals who, conversely, are required to comply with deontological duties even at the cost of lower earnings.

1.1.1.− Furthermore, according to the referring judge, L. B. srl resisted the claim with arguments ranging from general scope to those concerning the specific case at hand.

On the one hand, the respondent defended itself by excluding any impairment of the autonomy, freedom, and independence of the lawyer within an STA with a capital partner, because the professional mandate is conferred upon the individual professional, and not upon the company as a whole.

On the other hand, the respondent argued its absolute conformity with the model of law firms permitted under Article 4-bis of Law No. 247 of 2012: indeed, two lawyers hold two-thirds of the share capital and two-thirds of the voting rights in the assembly, as well as an absolute majority of two-thirds of the management body (the board of directors) of the company. Moreover, regarding the corporate purpose, L. B. srl highlighted that it concerns an activity that could peacefully be carried out by an individual lawyer as well.

Furthermore, the respondent company emphasized that the insurance service advertised on the website is provided as a «service not offered by the law firm, but directly by the capital partner who independently carries out the [insurance] activity».

1.1.2.− Finally, the *a quo* judge acknowledges that the Prosecutor General concluded for the inadmissibility of the appeal due to a lack of standing of all the applicants.

1.2.− Prior to setting out the prerequisites for raising the question of constitutional legitimacy, the referring judge makes two preliminary observations regarding the admissibility of the appeal.

1.2.1.− As to the subjective profile, the CNF acknowledges the admissibility of the appeal brought by the UNCC and the individual lawyers.

The referring judge premises that, effectively, as excepted by the Prosecutor General, Article 17, paragraph 9, of Law No. 247 of 2012 provides that the removal from rolls, lists, and registers kept by the bar association shall be pronounced by its council solely «upon the request of the registered person, when they renounce registration, or *ex officio* or upon the request of the Prosecutor General», thus excluding removal upon the instance of third parties as in the present case.

Nevertheless, the CNF asserts the admissibility of the appeal brought before it on the basis of requalifying the rejection decision adopted by the Rome COA: in its view, the Bar Council had examined the removal request by implicitly considering it a request for the self-protective annulment (annullamento in autotutela) of the registration measure of L. B. srl, so that the application addressed to the CNF should, in turn, be considered an appeal against the denial of such a request.

Such a dispute would then certainly fall within the special exclusive jurisdiction over the «entire matter concerning the professional rolls» assigned to the National Forensic Council (citing Court of Cassation, United Civil Sections, order of July 31, 2020, No. 16548), which would encompass all «complaints against final measures and related procedural acts concerning registration and removal from forensic rolls, lists, and registers, regardless of the nature of the subjective legal situation in dispute».

1.2.2.− As to the objective profile, the *a quo* judge takes care to affirm the reviewability of the decision rejecting the request for self-protective intervention.

According to the CNF, indeed, the appeal against such a decision is permitted only exceptionally, so as to avoid both an undue substitution of the judicial authority in the choices of the administration and a circumvention of the failure to employ judicial remedies by the holder of the legal position. To this latter end, it would be admissible only to assert a significant general interest of the administration in removing the act, namely a broad-scale interest transcending the individual interest of the party in litigation.

Such a condition, first of all, would be met in the *a quo* proceedings insofar as verifying the legitimacy of registration in the roll − which authorizes the forensic profession − of an entity participated by a non-professional partner undoubtedly serves a general interest, given that forensic activity has the function «of guaranteeing the citizen the effectiveness of the protection of rights» (Article 2, paragraph 2, of Law No. 247 of 2012) and, consequently, such activity is subject to special requirements and compliance with forensic deontological rules.

To reinforce this conclusion, the order cites the judgment of the Court of Justice of the European Union, Grand Chamber, of December 19, 2024, Case C-295/23, Halmer Rechtsanwaltsgesellschaft UG, which – in recognizing that a Member State's prohibition on the participation of purely financial investors in the capital of a law firm is not contrary to EU law, because the corresponding restriction on the freedom of establishment and the free movement of capital is justified by the objective of ensuring that lawyers can practice their profession independently and in compliance with their professional and deontological obligations – emphasized that lawyers are entrusted with the task, fundamental in a democratic society, of defending individuals.

On the other hand, the referring judge also excludes that the complaint brought generates an undue intrusion of judicial decision-making into the discretion of the administration: indeed, the Rome COA itself would appear to have welcomed intervention since, «while sharing the considerations highlighted by UNCC», it had rejected the request in light of the current legislation, in particular Article 4-bis of Law No. 247 of 2012, which it lacked the power to refer for constitutional review as it was called upon to perform an activity of an administrative nature, strictly speaking.

1.3.− Having premised the above, the CNF justifies the raising of the questions of constitutional legitimacy regarding Article 4-bis of Law No. 247 of 2012.

1.3.1.− First of all, regarding relevance, the *a quo* judge observes that a decision on the merits of the appeal concerning the denial of self-annulment of registration in the roll can only pass through a verification of the constitutional legitimacy of this provision, insofar as it allows the practice of the forensic profession also to companies participated by non-professional subjects.

1.3.2.− Next, concerning non-manifest unfoundedness, the CNF sets out the reasons why the challenged provision conflicts with Articles 24, 41, and 111 of the Constitution where it establishes the possible coexistence in STAs of lawyers and financial investors/entrepreneurs, reinforcing what was already argued by the applicants.

The referring judge proceeds from the consideration that – as emphasized by the CJEU in the aforementioned Halmer judgment – there is an ontological incompatibility between legal activity, which must be totally independent to meet general order requirements, and that of the investor, oriented exclusively toward profit. In particular, the presence of a pure capital partner in a law firm practicing the forensic profession – permitted by the challenged provision «albeit with some [insignificant] limits» – could alter the independence of the defense and the rules of free competition. Such a risk could not be excluded by the provision «of constraints, legal or statutory, imposed on the capital partner for reasons linked to the different nature of the activities of a lawyer and an investor».

Therefore, according to the CNF, on the one hand there would be a violation of the right of defense, protected by Article 24 of the Constitution, because the exercise of defensive activity, to satisfy the general and social requirements for which it is ordained, must be able to take place in total independence and within the framework of fair competition.

On the other hand, there would be a conflict with Article 41 of the Constitution because «economic initiative is indeed free, but it cannot be carried out in contrast with social utility (to which correct competition appears assimilable) or in such a way as to cause harm to human freedom and dignity».

1.3.3.− In support of its grievances, the National Forensic Council evokes the "historical background”.

Originally, Article 5 of Law No. 247 of 2012 had delegated the Government to regulate the matter of law firms by providing that the practice of the forensic profession in corporate form be permitted exclusively to companies in which all partners were lawyers registered on the roll.

Subsequently, in a different direction, with the objective of increasing competition, Article 1, paragraph 141, of Law No. 124 of 2017 allowed participation in companies practicing the forensic profession, according to what is indicated in the referral order, «also by non-lawyers», providing solely participation limits («no more than one-third of the share capital and reserving to lawyer partners the majority of the members of the management body»).

The *a quo* judge argues that the legislature's rethinking did not escape immediate criticism, precisely due to the possible compromise of the independence, freedom, and absence of conflicts of interest in the legal profession as an effect of the presence of a pure capital partner in the STA. This is especially true in cases where the law firm receives professional assignments from the entrepreneurial partner.

2.– The applicant party in the main proceedings (the UNCC and the subscribing lawyers acting on their own behalf) entered an appearance, asking for a declaration of constitutional illegitimacy of Article 4-bis of Law No. 247 of 2012 in the same terms auspicated by the referring judge.

The defense, after reconstructing the facts, illustrated, shared, and supported the arguments set forth in the referral order.

In particular, the brief reinforces the arguments of the *a quo* judge regarding both challenges.

2.1.– Regarding the challenge of violation of Articles 24 and 111 of the Constitution, the party first argued the essentiality of the lawyer's independence as an instrument to implement the right of defense and to guarantee a fair trial, through references to certain statements in the jurisprudence of this Court, the Court of Cassation, and the Court of Justice, as well as its formulation in the Charter of Core Principles of the European Legal Profession and the Code of Conduct for European Lawyers (respectively adopted by the Council of Bars and Law Societies of Europe in Brussels on November 24, 2006, and October 28, 1988).

The defensive brief then presents the specific problems connected to the participation of a commercial company in an STA: a) possible pressures by the entrepreneurial partner on the "executing professional” to favor more lucrative clients or to adopt professional strategies that maximize profit; b) the possibility for the partner of the STA to be represented by one of its lawyers, deriving economic advantage because it influences the determination of fees and recovers through the dividends due as a partner a large part of what was paid to the company for the defensive activity obtained; c) the futility of limitations on participation in the company or its management bodies, given that the control of a company according to the Civil Code can derive merely from contractual relations (Article 2359, first paragraph, number 3, of the Civil Code).

2.2.– Regarding the conflict of the challenged norm with Article 41 of the Constitution, the party emphasizes the distortion originated by the challenged norm regarding the principle of competition.

First of all, the entry of the capital partner into the law firm would «compress[e]» certain deontological duties incumbent upon defenders such as confidentiality and professional secrecy (Article 6 of Law No. 247 of 2012), loyalty in fulfilling the mandate (Article 10 of Law No. 247 of 2012) *(recte*: Article 10 of the Forensic Deontological Code, approved by the CNF on January 31, 2014, and amended by it with resolution No. 959 of January 23, 2026), the freedom to accept or refuse an assignment (Article 11 – *recte*: Article 14 − of Law No. 247 of 2012 and Article 11 of the Deontological Code), or the prohibition of client solicitation (Article 37 of the Deontological Code). The STA would thus find itself in an advantageous position compared to other professionals who respect those duties at the cost of lower earnings.

Moreover, the capital partner could obtain, pursuant to Article 2476, second paragraph, of the Civil Code, news on corporate affairs and consult the books and documents of the STA and thus, for example, learn information about clients, with a possible violation of the professional's obligations of secrecy and confidentiality. This would be even more serious in the event that the client is a competing enterprise operating in the same sector as the capital partner of the STA.

3.– The President of the Council of Ministers intervened in the proceedings, represented and defended by the State Attorney General's Office (Avvocatura Generale dello Stato), asking that the raised questions be declared inadmissible or, in the alternative, unfounded.

3.1.– The intervener premises that, although the entirety of Article 4-bis of Law No. 247 of 2012 is challenged, the grievances of the referring judge are directed exclusively at its paragraph 2, which allows the participation of capital partners.

3.2.– Having established this premise, as a preliminary matter, the State defense raises three objections.

3.2.1.– First, the questions would be inadmissible for insufficient statement of reasons regarding relevance, on two distinct profiles.

On the one hand, the CNF failed to state reasons concerning its own jurisdiction, the lack of which is asserted by the State Attorney General's Office.

Indeed, pursuant to Article 36, paragraph 1, of Law No. 247 of 2012, «[t]he CNF rules on complaints […] in matters of rolls, lists, and registers», but the reference to such complaints must be identified through the cross-reference to the provisions of Article 17 of the same law which, by regulating registrations and removals from rolls, allows only the interested party to appeal to the National Forensic Council against denials of registration or removals (paragraphs 7, 14, and 18).

Conversely, an appeal brought by third parties against the hypothesized denial of self-annulment of another person's unlawful registration would not fall within the jurisdiction of the CNF, because it is of a special rather than general nature and, as such, to be interpreted restrictively. Rather, the relative subjective legal situation should be qualified as a legitimate interest (interesse legittimo) whose cognizance falls to the administrative judge.

On the other hand, according to the State Attorney General's Office, the referral order failed to state reasons regarding the standing of the applicants, who, as third parties, would lack it.

According to the defensive brief, in general terms, standing to request the *ex-officio* annulment or self-protective revocation of an administrative measure belongs solely to the addressees of the measure, and not to other subjects.

Along this line, in special terms, Article 17, paragraph 9, of Law No. 247 of 2012 would provide for standing to request removal from the roll (equivalent to revocation of registration) solely for the registered interested party, conferring it extraordinarily and concurrently only upon the Prosecutor General, without prejudice to the COA's power to act *ex officio*. The exhaustive nature of the provision would thus exclude the admissibility of the application by third parties.

The *legitimatio* of such subjects could not even be recovered through generic claims of self-protection (*autotutela*): indeed, Articles 21-quinquies and 21-octies (*recte*: 21-nonies) of Law No. 241 of August 7, 1990 (New rules on administrative proceedings and the right of access to administrative documents), which provide for the regulation of revocation and annulment of the administrative measure, outline the power of *autotutela* as an *ex-officio* power, thereby excluding widespread standing (legittimazione diffusa) to request its exercise and contest its outcome.

3.2.2.– With a second objection, the intervener argues the inadmissibility of the questions due to a lack of incidentality.

The object of the application addressed to the CNF would not concern «a specific administrative measure», but would consist in the direct ascertainment of the constitutional illegitimacy of Article 4-bis of Law No. 247 of 2012.

3.2.3.– Lastly, the State Attorney General's Office objects to the lack of reasoning on non-manifest unfoundedness.

Indeed, the National Forensic Council, in challenging paragraph 2 of Article 4-bis for the impairment of the lawyer's independence deriving from the minority participation of capital partners in the STA, failed in any way to examine the provisions of paragraphs 3 to 6 of the same article, which establish a set of rules aimed at preventing conflicts of interest and constraints on the autonomy of the forensic professional operating in corporate form.

In particular, the State defense recalls that they contemplate: a) the personal nature of the professional performance; b) the obligation of the individual lawyer entrusted with the case to ensure independence and impartiality and to declare possible conflicts of interest or incompatibilities, initial or supervening; c) the liability of the professional who performed the specific service, in addition to that of the company; d) the subjection of STAs to the forensic deontological code which, in turn, provides that «[t]he disciplinary liability of the company concurs with that of the partner when the deontological violation committed by the latter is traceable to directives imparted by the company».

The referring judge thus fails to explain why a systematic reading of the challenged norm alongside the other norms set forth in Article 4-bis of Law No. 247 of 2012 is incapable of dispelling the raised doubts of constitutional legitimacy.

3.3.– On the merits, the State defense opposed the questions raised.

3.3.1.– According to the intervention brief, the breach of Article 24 of the Constitution in terms of frustrating the guarantee of the lawyer's professional independence, as an instrument of the right of defense, is hypothesized in purely hypothetical terms.

The referring judge derives it from the mere mingling of legal activity and that of the investor, but this would be contrary to living law which affirms, rather, that situations of conflict of interest or lack of independence of the lawyer cannot be presumed, but must be ascertained concretely (citing Court of Cassation, United Civil Sections, judgments of October 15, 2002, No. 14619, and January 20, 1993, No. 645).

Furthermore, the set of provisions dictated by paragraphs 3 to 6 of Article 4-bis of Law No. 247 of 2012 and those of the deontological code − for the violations of which both the professional partner and the company would be disciplinarily liable − would be capable of ensuring the regime of independence of lawyers operating within STAs and preventing conflicts of interest.

Rather, the challenged provision implements a reasonable balancing between opening the forensic profession to competition and the indispensable guarantees of the lawyers' autonomy.

Moreover, in this regard, the State defense downplays the invocation of the Halmer CJEU judgment made by the referring judge. First of all, it recognizes precisely the broad discretion of Member States, given that the regulation of the legal profession is not harmonized at the Union level as regards professional and deontological rules. Furthermore, the ruling conducts hypothetical reasoning in relation to the effects of the financial investor's yield logic on defensive activity.

On the other hand, the State Attorney General's Office emphasizes, even defenders who practice the forensic profession individually or in association tend to reduce costs and pursue earnings.

3.3.2.– As to the violation of Article 41 of the Constitution, the intervener deduces that greater competition in the practice of the forensic profession, alongside guarantees of independence, contributes to improving the services offered to citizens for the defense of their rights.

To this is added the observation that the flexibility of organizational models in professional activity allows for greater tools to respond to the needs of professional services, both from the demand side (satisfying requests for specialized services and interdisciplinary approaches) and from the supply side (allowing proposals for specialized skills and elaborated services).

4.− In view of the public hearing, the applicant party filed an explanatory brief countering the objections raised by the State Attorney General's Office.

The defensive brief opposed the reasons for inadmissibility, arguing that: a) the special jurisdiction of the CNF over complaints concerning the keeping of professional rolls certainly exists, as it is assigned by Article 36 of Law No. 247 of 2012 with a broad formula that encompasses any act pertaining to the matter. In any case, the reasoning of the referring judge on this point exceeds the threshold of non-implausibility and, therefore, does not invalidate the admissibility of the questions; b) the standing of the applicants is indubitable, and interpreting Article 17, paragraph 9, of Law No. 247 of 2012 as excluding standing for subjects other than the registered person and the Prosecutor General, even if they suffer prejudice from unlawful registration in the roll, would, in turn, conflict with Article 24 of the Constitution; c) the incidentality of the question exists, because the application brought by the applicants is the removal of the law firm L. B. srl from the Rome register of lawyers, and its granting depends on the constitutional legitimacy of the norm allowing an STA participated by a non-professional partner to be registered in the roll; d) the statement of reasons on non-manifest unfoundedness is sufficient, given that the CNF clearly stated that the limits provided by paragraphs 3 to 6 of Article 4-bis of Law No. 247 of 2012 are inadequate to solve the structural problem of companies participated by capital partners.

As to the merits, the applicants in the main proceedings replied to the thesis of ungroundedness of the questions put forward by the President of the Council of Ministers, representing that what is provided by paragraphs 3 to 6 of Article 4-bis of Law No. 247 of 2012 is not such as to overcome the alleged vice of constitutional illegitimacy: in their view, the statements of those provisions would not resolve the denounced compromise of lawyers' independence because, even if individual professional services can be rendered while respecting independence, the presence of the investor partner in the STA would generate endogenous and permanent conditioning on the professional, which cannot be eliminated by deontological clauses or statutory prescriptions.

Furthermore, the reference to jurisprudence holding that conflicts of interest must be assessed on a case-by-case basis is irrelevant, since it concerns the pathology of the single professional mandate and cannot be transposed to the abstract evaluation performed by the legislature in regulating the organizational models permitted for the practice of the profession.

Conclusions in Law

5.− The National Forensic Council questions, with reference to Articles 24, 41, and 111 of the Constitution, the constitutional legitimacy of Article 4-bis of Law No. 247 of 2012, introduced by Article 1, paragraph 141, letter b), of Law No. 124 of 2017, insofar as it allows participation in law firms practicing the forensic profession of a «person who is not a lawyer and is different from another professional registered in the rolls of other professions», thereby admitting the participation of a «pure capital partner».

The challenged provision, in regulating «law firms» (società tra avvocati), mandates, inter alia, that partners, «for at least two-thirds of the share capital and voting rights, must be lawyers registered on the roll, or lawyers registered on the roll and professionals registered in the rolls of other professions» (paragraph 2, letter a). From this provision it is inferred, *a contrario*, the norm contested by the referring judge, according to which the remaining third of the capital and voting rights may belong to "non-professional” partners.

5.1.− The CNF is called upon to decide the appeal, brought by the UNCC and several individual lawyers, against the decision of the Rome Bar Association (COA) rejecting their request for the removal from the roll of a law firm (STA) of which a private non-professional was a partner. The COA's rejection was based on the provisions of Article 4-bis of Law No. 247 of 2012 which, precisely, permits such participation.

5.2.− According to the *a quo* judge, the norm admitting financial investors/entrepreneurs – whose logic is that of profit – into the corporate structure of STAs would violate, first of all, Articles 24 and 111 of the Constitution because it would weaken the independence of lawyer partners, which is an instrument to guarantee the effectiveness of the right of defense and to ensure «a fair trial».

Furthermore, it would conflict with Article 41 of the Constitution because it would give rise to a distortion of competition among professionals, inasmuch as the mingling of commercial activity and professional activity would allow the circumvention of a portion of the incompatibilities provided for lawyers generally and would attenuate the deontological duties incumbent upon them.

6.− The examination of the preliminary profiles and the merits of the questions requires framing the regulation of the participation of non-professional partners in «law firms».

6.1.− The first legislation that permitted the practice of the forensic profession in corporate form (Articles 16-32 of Legislative Decree No. 96 of February 2, 2001, enacting «Implementation of Directive 98/5/EC to facilitate practice of the profession of lawyer on a permanent basis in a Member State other than that in which the qualification was obtained») and the subsequent delegated law provision to the Government (which was not exercised) for the reform of such legislation (Article 5 of Law No. 247 of 2012, later repealed by Article 1, paragraph 141, letter c, of Law No. 124 of 2017) provided that the partners of STAs were exclusively lawyers.

The opening of their corporate structure to both professionals registered in other orders and non-professionals is due to the challenged Article 4-bis, paragraph 2, letter a), of Law No. 247 of 2012, introduced by Article 1, paragraph 141, letter b), of Law No. 124 of 2017, which transposed to the legal activity sector what was already provided, on a general basis, for «professional firms» (società tra professionisti) of other regulated professional activities (Article 10 of Law No. 183 of November 12, 2011, enacting «Provisions for the formation of the annual and multi-year state budget - Stability Law 2012»). The amendment was supported by the declared «purpose of ensuring greater competitiveness within the forensic profession» (Article 1, paragraph 141, of Law No. 124 of 2017) and followed a specific reform proposal formulated by the Italian Competition Authority (Antitrust Authority - report A.S. of July 4, 2014, No. 1137).

This legislative choice, opposed by the National Forensic Council also during preparatory works, has proved controversial, with emphasis placed, on the one hand, on the risks linked to the intrusion of "market” logics into the legal profession and, on the other hand, on the advantages deriving from the contribution of managerial competence and economic resources from non-professional partners in legal services.

Nevertheless, this latter orientation also fails to overlook the essentiality of legislative provisions aimed at preventing and resolving the problems that the presence of the financing partner can undeniably generate regarding the exercise of the forensic profession.

6.2.− Precisely from this perspective of counterbalancing the entry of non-professional partners' capital logic into law firms, one must read in Article 4-bis of Law No. 247 of 2012 a series of norms which, on the one hand, concern the corporate structure and, on the other hand, the professional activity carried out by such entities.

First of all, indeed, the legislature proceeded to curb the "weight” of non-professionals within the corporate setup.

Article 4-bis (paragraph 1, penultimate period), on the one hand, excludes the participation of trust companies (società fiduciarie), trusts, or interposition of persons (thereby ensuring maximum transparency in share registrations) and, on the other hand, provides that the corporate structure must be formed to a «prevailing» extent (paragraph 2, letter a) – under penalty of dissolution of the company and removal from the bar – by professional partners, who may exclusively be lawyers registered on the roll or (to favor the opportunities of multidisciplinary collective activity) lawyers together with professionals registered in other rolls.

The prevalence of the professional component is guaranteed by the prescription according to which two-thirds of the share capital and voting rights must belong to professional partners (paragraph 2, letter a, first period).

As regards the management of the company, it is instead mandated that the majority of the members of the management body be composed of lawyer partners (paragraph 2, letter b) and that the office of administrator be held only by partners, both professional and non-professional (paragraph 2, letter c).

It is evident that the body of rules reviewed responds to the legislative intent to attribute fundamental decisions concerning the company to professional partners and, therefore, to assign them a "dominant” power with respect to all decisions that can directly or indirectly influence the performance of professional activity.

This regulation of the corporate structure of the STA proves, in these respects, more rigorous than that dictated by Article 10, paragraph 4, letter b), of Law No. 183 of 2011 for professional firms. In the latter, however, there is the important clarification – not provided in the challenged provision – that the non-professional partner is admitted «solely for technical services, or for investment purposes».

The more stringent "structural” requirements provided for law firms are justified by the peculiarities of forensic activity. In this sense, the repealed delegated law provision for the reform of STAs (Article 5 of Law No. 247 of 2012) expressly required that the delegated regulatory intervention of reform should «take into account what is provided by Article 10 of Law No. 183 of November 11, 2011 [with specific] consideration of the constitutional relevance of the right of defense».

Secondly, Article 4-bis of Law No. 247 of 2012 sets forth a series of provisions concerning the exercise of professional activity: these are ordained to prevent the intervention of the capital partner/entrepreneur from altering the duties that must characterize the forensic profession and, therefore, first and foremost, those of «independence, loyalty, probity, dignity, decorum, diligence, and competence, […] respecting the principles of correct and fair competition» (Article 3, paragraph 2, of Law No. 247 of 2012, as well as Articles 9, 10, 12, and 14 of the Forensic Deontological Code).

This second group of norms is, logically, addressed to professional partners and the company.

In particular, with regard to the lawyer partner executing the "mandate”, Article 4-bis of Law No. 247 of 2012 provides: a) the principle of the personal nature of the professional performance (paragraph 3, also sanctioned in compliance with the duty established by Article 2232 of the Civil Code for the provider of intellectual work); b) «possession of the requirements necessary for carrying out the specific professional service requested by the client» (paragraph 3); c) the obligation to perform the assignment in «full independence and impartiality, declaring possible conflicts of interest or incompatibilities, initial or supervening» (paragraph 3); d) in any event, their liability toward the client (paragraph 4).

With regard to the company practicing the forensic profession, the following are instead established: a) its liability (paragraph 4); b) subjection to the forensic deontological code and the disciplinary jurisdiction of the respective bar association (paragraph 6).

The illustrated regulation of the exercise of the forensic profession proves effectively less rigorous than that contemplated for professional firms (STPs) by Article 10 of Law No. 183 of 2011 and the relative implementing regulation (Minister of Justice Decree, adopted in concert with the Minister of Economic Development, No. 34 of February 8, 2013, enacting «Regulation on companies for the exercise of regulated professional activities in the order-based system, pursuant to Article 10, paragraph 10, of Law No. 183 of November 12, 2011»).

7.− Regarding the latter, still for the purposes of the decision, it is appropriate to give account of the rules on the exercise of professional activity provided for STPs which, despite similarly invoking deontological duties for professional partners and companies, find no counterpart in the regulation of STAs.

For professional firms, in fact, primary and secondary legislation provide: a) that the designation of the professional partner be made by the client and that, failing this, the company must communicate the name to the latter in writing before carrying out the assignment (Article 10, paragraph 4, letter c, of Law No. 183 of 2011); b) that the professional partner may oppose to the other partners secrecy concerning the professional activities entrusted to them (Article 10, paragraph 7, of Law No. 183 of 2011); c) that the admission to the company of the investor partner is subordinated to requirements of honorability (Article 6, paragraph 3, of Interministerial Decree No. 34 of 2013); d) that the company must fulfill various information obligations at the first contact with the client (Article 4 of Interministerial Decree No. 34 of 2013). Among these, notable are the obligation to make the latter aware of the existence of situations of conflict of interest between client and company «which are also determined by the presence of partners with investment purposes» (Article 4, paragraph 1, letter c, of Interministerial Decree No. 34 of 2013) and that of delivering the written list of individual professional partners, with the indication of titles or professional qualifications of each of them, as well as the list of partners with investment purposes (Article 4, paragraph 2, of Interministerial Decree No. 34 of 2013).

8.− Finally, it must be acknowledged that, in the current 19th Legislature, the bill entitled «Delegation to the Government for the reform of forensic regulations» (A.S. No. 1917) has been approved by the Chamber of Deputies and transmitted to the Senate, which reaffirms the choice to open STAs to non-professional partners and imposes on the delegated legislature principles and criteria which, on the one hand, confirm the limits on their participation in the corporate structure established by Article 4-bis of Law No. 247 of 2012 and, on the other hand, partially integrate the prescriptions on professional activity, borrowing some of the rules applicable to STPs.

Of these, it is worth noting that those guaranteeing professional secrecy and imposing information obligations relating to the presence of the non-professional partner have not been adopted – as matters stand.

9.− The reconstruction of the regulatory framework must conclude with two considerations of EU law.

Undoubtedly pertinent to the raised questions is, first of all, the Halmer judgment of the EU Court of Justice, extensively evoked by the referring judge in support of the constitutional illegitimacy of the participation of capital partners in law firms.

In that ruling, in fact, the German rule prohibiting the participation of a purely financial investor in a law firm was held not to be contrary to European Union law.

The European judge – after premising that there is no harmonization at the level of Union law regarding professional and deontological rules applicable to the legal profession, so that it is within the discretion of each Member State to choose their relative calibration – deemed the restriction on the freedom of establishment and the free movement of capital deriving from the aforesaid prohibition to be justified by overriding reasons of general interest and proportionate. In reaching this conclusion, the Halmer judgment – as highlighted by the referring judge – on the one hand, emphasized the role of the lawyer in the context of the administration of justice, the centrality of their independence, and the importance of the profession's deontological profiles, and, on the other hand, highlighted the risk connected to the presence of the investor partner, due to the impact of the profit logic inherent to them on the organization and activity of a law firm, with a possible dilution of the professional's autonomy and compliance with deontological rules.

The Court of Justice's decision does not mean, however, that the rigorous German regulatory option prohibiting non-professional components in law firms is mandated by Union law. Rather, it indicates that the choice to admit capital partners into law firms must be surrounded by appropriate and adequate safeguards, which are moreover found in the legislation of most Member States.

This is confirmed by the position of the European Commission, which has dealt with the regulation of professional services, including legal services, in the various legal systems of Union countries with the objective of encouraging their reform from a competitive perspective, and which, to this end, specifically analyzed the requirements imposed by domestic regulations regarding equity participation in professional companies (Communication of February 9, 2004 COM-2004-83, Report on Competition in Professional Services, and Communication of January 10, 2017 COM-2016-820, on reform recommendations for the regulation of professional services).

In this regard, the European Union Institution emphasized, on the one hand, that restrictions in this area have a negative economic scope to the extent that they prevent providers from developing new services or cost-efficient business models, and on the other hand, affirmed their necessity in professions, such as that of lawyer, where independence or the personal liability of professionals must be ensured. However, according to the logic of proportionality, the Commission auspicated the use of mechanisms that restrict competition as little as possible.

10.− Moving to examine the preliminary profiles of the raised questions of constitutional legitimacy, it must be noted first of all that the CNF, in relation to deciding disputes concerning the keeping of professional rolls, performs a jurisdictional function and that, in this context, it is to be considered a judge with standing to raise questions of constitutional legitimacy incidentally, pursuant to Article 1 of Constitutional Law No. 1 of February 9, 1948 (Rules on judgments of constitutional legitimacy and guarantees of independence of the Constitutional Court) and Article 23 of Law No. 87 of March 11, 1953 (Rules on the constitution and functioning of the Constitutional Court).

Indeed, Article 36 of Law No. 247 of 2012, which currently assigns decision-making power to the National Forensic Council on complaints against (inter alia) measures «in matters of rolls, lists, and registers», explicitly defines such competence in its marginal title as «jurisdictional» and, beforehand, provides in its text for the appealability of relative decisions to the United Sections of the Court of Cassation (paragraph 6). Precisely on the basis of this element, under the previous legislation (Royal Decree-Law No. 1578 of November 27, 1933, enacting «Regulation of the professions of lawyer and procurator», converted, with amendments, by Law No. 36 of January 22, 1934), this Court had already recognized the CNF, in complaint proceedings entrusted by law to its decision, the status of a special judge with standing to promote a constitutional incident (Judgment No. 189 of 2001, which recalls the reasoning of Judgment No. 284 of 1986, as well as Judgment No. 114 of 1970).

11.− Having clarified this, the objection of the State Attorney General's Office according to which the complaint in the *a quo* proceedings falls outside such jurisdictional competence – concerning as it does the rejection by the Rome COA of a request for removal from the roll of a lawyer proposed not by the interested party or the Prosecutor General, but by a third party – is ungrounded.

Indeed, the referring judge's assertion that its own jurisdiction exists, motivated on the finding that Law No. 247 of 2012 assigns «the entire matter concerning professional rolls» to the National Forensic Council, exceeds the threshold of non-implausibility and finds further confirmation in the rulings of the United Sections of the Court of Cassation.

The regulatory Court not only recognizes said jurisdiction, in general, for «all disputes relating to registration, as well as refusal of registration, and removal from the professional rolls of lawyers», but has also found it, in particular, with reference to the case – such as that of the main proceedings – of contesting the legitimacy of a person's registration in the roll by others (Court of Cassation, United Civil Sections, order of December 11, 2007, No. 25831).

12.− Furthermore, as a preliminary matter, the *thema decidendum* must be delimited.

Although the CNF generically challenges the entirety of Article 4-bis of Law No. 247 of 2012, reading the overall reasoning of the referral order leads to circumscribing the object of the doubts of constitutional legitimacy (among many, most recently judgments No. 27 of 2026, No. 160 of 2025, No. 50 of 2024, and No. 164 of 2023): the grievances are directed not at the provision allowing the practice of the forensic profession in corporate form, or at the various profiles of the regulation consequently dictated, but solely at the norm, inferable from paragraph 2, letter a), of the same article, which allows participation in law firms of partners registered neither on the forensic roll nor on the rolls of other professions and therefore non-professional partners.

13.− That being premised, the questions are inadmissible due to an insufficient statement of reasons concerning non-manifest unfoundedness: indeed, as excepted by the President of the Council of Ministers, the referring judge's reconstruction of the regulatory framework is incomplete (most recently and among many, judgments No. 110 of 2025; No. 184 and No. 111 of 2024; No. 220, No. 182, and No. 42 of 2023).

In particular, the State defense hits the mark where it complains that the CNF, in challenging Article 4-bis, paragraph 2, letter a), of Law No. 247 of 2012, failed in any way to examine the prescriptive content of paragraphs 3 to 6 of the same article, which establish a set of rules aimed at «preventing [the feared] conflicts of interest and [the] conditioning of the independence of the forensic professional operating in corporate form».

The referral order limits itself, in fact, to challenging the regulatory provision admitting non-professional partners into STAs, considering that their presence integrates "in itself” a risk to the independence of the defense and the rules of free competition, a risk that cannot be excluded even through «constraints, legal or statutory». Article 4-bis of Law No. 247 of 2012 admittedly establishes «limit[s]», but the CNF – omitting any analysis thereof – concludes as to their «non-significance».

In other terms, the National Forensic Council, while showing awareness of the existence of certain legislative prescriptions that counterbalance the entry of non-professional partners into law firms (supra, point 6.2.), completely omitted any engagement with such conditions, deeming them in any event superfluous.

14.− However, contrary to what the *a quo* judge maintained, it is precisely the restrictions placed on the participation of the non-professional component in the corporate structure and the specific rules concerning the exercise of the forensic profession, when carried out in corporate form, that can constitute the point of equilibrium between the competing interests at stake.

This is confirmed by a long-standing but highly current precedent of this Court, in which – after recalling that the choice of «whether, and under what conditions» to allow the exercise of protected professional activities in corporate form pertains to the discretionary assessment of the legislature – it was clarified that, where it has been chosen to authorize regulated professions through companies, «a congruent regulation [is] necessary [for the purpose of] preventing the possibility of abusive exercise by uncertified or unauthorized subjects, and the danger of exploiting intellectual work in forms incompatible with the dignity and autonomy of individual professionals; while there is need, on the other hand, regarding the different quality of professional services, for a precise regulation of social and personal liabilities» (Judgment No. 17 of 1976).

Such a consideration applies, obviously, a fortiori to the forensic profession, which «has aspects of peculiarity that objectively differentiate it from that of all other providers of intellectual work» (Judgment No. 137 of 1975), «in consideration of the constitutional relevance of the right of defense» (repealed Article 5 of Law No. 247 of 2012).

In this regard, it must be recalled that in constitutional jurisprudence it is constantly emphasized that «advocacy [by a lawyer] constitutes a necessary instrument for the effective exercise of the right of defense referred to in Article 24 of the Constitution» (Judgment No. 70 of 2025 and, similarly, judgments No. 171 of 1996 and No. 120 of 1972): the defender fulfills «an irreplaceable function for the correct performance of procedural dynamics» (Judgment No. 171 of 1996), becoming a «protagonist» thereof (Judgment No. 498 of 1989), and their activity «assumes essential importance in the dynamism of jurisdictional function» (Judgment No. 46 of 1957), with a «direct effect on its exercise» (Judgment No. 14 of 2019).

For the fulfillment of the aforementioned role, the lawyer's independence and full compliance with deontological rules are indispensable elements and certainly cannot suffer any alterations whatsoever in the event of carrying out professional activity in a corporate context.

Therefore, once non-professional partners are admitted into law firms for the benefits that their contribution brings to legal services, it is essential that adequate safeguards be established to prevent the undeniably connected risks of such participation, in terms of the possibility of conflicts of interest arising, circumvention of professional secrecy, and economic pressure by the capital partner on the lawyer partner.

15.− Now, the referral order omitted to state reasons why the conditions provided by the challenged Article 4-bis, paragraph 2, letter a), of Law No. 247 of 2012 are effectively, and to what extent, inadequate to overcome the alleged doubts of violation of Articles 24 and 111 of the Constitution, on the one hand, and Article 41 of the Constitution, on the other.

This deficiency irremediably compromises the logical-argumentative path underlying the grievances, which are therefore inadmissible.

16.− It is scarcely necessary to add that bill A.S. No. 1917, as matters stand, moves in the direction of developing the guarantees already provided by the challenged Article 4-bis of Law No. 247 of 2012. These – due to the aforementioned constitutional relevance of defensive activity – cannot be at a level lower than those dictated by Article 10 of Law No. 183 of 2011 and its implementing regulation (Interministerial Decree No. 34 of 2013) for professional firms.

on these grounds

THE CONSTITUTIONAL COURT

declares inadmissible the questions of constitutional legitimacy of Article 4-bis, paragraph 2, letter a), of Law No. 247 of December 31, 2012 (New regulations on the forensic profession), introduced by Article 1, paragraph 141, letter b), of Law No. 124 of August 4, 2017 (Annual market and competition law), raised, with reference to Articles 24, 41, and 111 of the Constitution, by the National Forensic Council, by means of the order indicated in the headnote.

So decided in Rome, at the seat of the Constitutional Court, Palazzo della Consulta, on June 10, 2026.

Signed:

Giovanni AMOROSO, President

Filippo PATRONI GRIFFI, Rapporteur

Roberto MILANA, Director of the Registry

Filed in the Registry on July 21, 2026

 

The anonymized version conforms in its text to the original