N.Y.
Limited Liability Company Law Section 808
Doing business without certificate of authority
(a)
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.(b)
The failure of a foreign limited liability company that is doing business in this state to comply with the provisions of this chapter does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action or special proceeding in any court of this state.(c)
A member, manager or agent of a foreign limited liability company is not liable for the contractual obligations or other liabilities of the foreign limited liability company solely by reason of the limited liability company’s doing or having done business in this state without having received a certificate of authority.(d)
By doing business in this state without authority, a foreign limited liability company appoints the secretary of state as its agent for service of process with respect to causes of action arising out of doing business in this state. In any such case, process against such foreign limited liability company may be served upon the secretary of state in the manner set forth in article 3 (Service of Process)article three of this chapter.
Source:
Section 808 — Doing business without certificate of authority, https://www.nysenate.gov/legislation/laws/LLC/808 (updated Sep. 22, 2014; accessed Jan. 18, 2025).
