N.Y. Business Corporation Law Section 1312
Actions or special proceedings by unauthorized foreign corporations

(a)

A foreign corporation doing business in this state without authority shall not maintain any action or special proceeding in this state unless and until such corporation has been authorized to do business in this state and it has paid to the state all fees and taxes imposed under the tax law or any related statute, as defined in section eighteen hundred of such law, as well as penalties and interest charges related thereto, accrued against the corporation. This prohibition shall apply to any successor in interest of such foreign corporation.

(b)

The failure of a foreign corporation to obtain authority to do business in this state shall not impair the validity of any contract or act of the foreign corporation or the right of any other party to the contract to maintain any action or special proceeding thereon, and shall not prevent the foreign corporation from defending any action or special proceeding in this state.

Source: Section 1312 — Actions or special proceedings by unauthorized foreign corporations, https://www.­nysenate.­gov/legislation/laws/BSC/1312 (updated Sep. 22, 2014; accessed Nov. 29, 2025).

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Verified:
Nov. 29, 2025

Last modified:
Sep. 22, 2014

§ 1312. Actions or special proceedings by unauthorized foreign corporations's source at nysenate​.gov

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