Foreign corporations capacity to sue in NY

Corporation

A foreign corporation shall not do business in this state until it has been authorized to do so under NY Business Corporation §1301.

A foreign corporation doing business in this state without authority may not maintain any action or special proceeding in this state unless and until the corporation has been authorized to do business in this state and it has paid all fees and taxes, as well as penalties and interest charges. This prohibition applies to any successor in interest of such foreign corporation. NY Business Corporation §1312

Limited Liability Company

Before doing business in this state, a foreign limited liability company shall apply for authority to do business in this state under NY Limited Liability Company Law §802.

A foreign limited liability company doing business in this state without having received a certificate of authority to do business in this state may not maintain any action, suit or special proceeding in any court of this state unless and until such limited liability company shall have received a certificate of authority in this state. NY Limited Liability Company Law §808 "

A foreign corporation that is ""doing business"" in New York but is unauthorized, is barred from maintaining an action in New York unless and until it has been authorized to do business in New York and made payment of the requisite taxes and fees. NY Business Corporation Law § 1312 (New York's so-called ""door closing"" statute). However, in order to be considered to be ""doing business"" within the state, a foreign corporation's activities must be more than just casual or occasional and, rather, must be ""systematic and regular"" so as to manifest continuity of activity in New York. Alicanto S.A. v. Woolverton, 129 A.D.2d 601, 514 N.Y.S.2d 96, 97 (2d Dep't 1987). See e.g., Uribe v. Merchants Bank of New York, 266 A.D.2d 21, 697 N.Y.S.2d 279 (1st Dep't 1999)(foreign corporation not deemed to be ""doing business"" in NY where it does not maintain an office or telephone listing in NY, does not own property or have employees within the state, does not advertise or maintain any bank accounts in NY); Reese v. Harper Surface Finishing Systems, 129 A.D.2d 159, 517 N.Y.S.2d 522 (2d Dep't 1987)(Connecticut corporation that did not have offices, bank accounts, property, telephone listings or employees in New York and derived only 1% to 6% of its sales from New York customers was not doing business in New York as contemplated by BCL § 1312); Colonial Mortgage Co. v. First Federal Savings & Loan Ass'n, 57 A.D.2d 1046, 395 N.Y.S.2d 798 (4th Dep't 1977)(foreign corporation not ""doing business"" in NY where it did not maintain a bank account, own real property, maintain an inventory of securities, or an office for the purpose of transacting business, nor did it have a telephone listing, advertise for the sale of securities or employ any New York resident, even though its volume of sales in NY was over $40 million and the contract in question was made in NY).<"