N.Y. Laws » CHAPTER Business Corporation / ARTICLE Foreign Corporations
New York Consolidated Laws

N.Y. Business Corporation Law § 1312 (2026)

Actions or special proceedings by unauthorized foreign corporations

✓ current as of May 2026
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§ 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.
Notes of Decisions
Cited in 109 cases (12 in the last 5 years), 1980–2025 · leading case: Eng'g & Technical Resources, Inc. v. Xcel Dev. Corp., 139 A.D.3d 661 (N.Y. App. Div. 2016).
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Eng'g & Technical Resources, Inc. v. Xcel Dev. Corp., 139 A.D.3d 661 (N.Y. App. Div. 2016). · cites it 6× “), dated January 23, 2014, as, in effect, granted those branches of the defendants’ motion which were to dismiss the complaint pursuant to CPLR 3211 (a) (3) and Business Corporation Law § 1312 (a) and for summary judgment dismissing the complaint.”
Todisco v. Econopouly, 155 A.D.2d 441 (N.Y. App. Div. 1989). · cites it 5× “ly, where an enactment expressly provides that a contract is not to be rendered invalid or unenforceable for failure to comply with a licensing requirement, a cause of action is tenable (see, Annotation, Failure to Procure Occupational or Business License or Permit as Affecting…”
Reese v. Harper Surface Finishing Sys., 129 A.D.2d 159 (N.Y. App. Div. 1987). · cites it 16× “On this appeal, we are asked to determine whether the defendant third-party plaintiff Harper Surface Finishing Systems, doing business as The Harper Company (hereinafter Harper), a Connecticut corporation, must obtain authority to do business in this State and pay any required…”
Alicanto, S. A. v. Woolverton, 129 A.D.2d 601 (N.Y. App. Div. 1987). · cites it 5× “), which, in effect, denied, following a hearing, its motion pursuant to CPLR 3213 for summary judgment in lieu of a complaint, and held that the plaintiff was barred by Business Corporation Law § 1312 (a) from maintaining the instant action.”
Highfill, Inc. v. Bruce & Iris, Inc., 50 A.D.3d 742 (N.Y. App. Div. 2008). · cites it 4× “), dated January 18, 2007, as granted the defendants’ motion to dismiss the complaint pursuant to CPLR 3211 (a) (3) and Business Corporation Law § 1312 (a). Ordered that the order is affirmed insofar as appealed from, with costs.”
JPMorgan Chase Bank, N.A. v. Didato, 2020 NY Slip Op 3903 (N.Y. App. Div. 2020). · cites it 3× “Therefore, "the presumption that [the appellant] does business, not in New York but in its State of incorporation has not been overcome" ( Construction Specialties v Hartford Ins. Co. , 97 AD2d 808, 808 ).”
Scaffold-Russ Dilworth Ltd. v. Shared Mgmt. Grp., Ltd., 289 A.D.2d 932 (N.Y. App. Div. 2001). · cites it 4× “Plaintiff commenced a timely action against, inter alia, Fidelity, which was dismissed on the ground that plaintiff, a foreign corporation, failed to comply with Business Corporation Law § 1312 (a). We affirmed the order of dismissal on December 31, 1998 (Scaffold-Russ Dilworth…”
Int'l Credit Brokerage Co. v. Agapov, 249 A.D.2d 77 (N.Y. App. Div. 1998). · cites it 3× “), entered on or about September 1, 1997, which, to the extent appealed from as limited by defendant’s brief, denied defendant’s motion to dismiss the complaint pursuant to CPLR 3211 (a) (7), or, in the alternative, to stay the action pursuant to Business Corporation Law § 1312…”
Uribe v. Merchants Bank, 266 A.D.2d 21 (N.Y. App. Div. 1999). · cites it 3× “Defendant’s motion for summary judgment dismissing the complaint on the ground that plaintiff corporation had not complied with the requirements of Business Corporation Law § 1312 was properly denied since defendant did not satisfy its burden on the motion of demonstrating that…”
Airline Exch., Inc. v. Bag, 266 A.D.2d 414 (N.Y. App. Div. 1999). · cites it 3× “*415 We disagree with the appellants’ contention that this action is barred by Business Corporation Law § 1312 (a). Business Corporation Law § 1312 (a) constitutes a bar to the maintenance of an action by a foreign corporation found to be doing business in New York without…”
Zandell v. Zerbe, 139 Misc. 2d 737 (N.Y. City Civ. Ct. 1988). · cites it 3× “In an effort to give legislative force to that directive, the Department prepared a bill, modeled in part on Business Corporation Law § 1312, which became CPLR 3105 (e): "the complaint shall allege, as part of the cause of action, that plaintiff is duly licensed and shall…”
Showcase Limousine, Inc. v. Carey, 269 A.D.2d 133 (N.Y. App. Div. 2000). · cites it 4× “), entered November 4, 1998, which granted defendant’s motion to dismiss, unanimously modified, on the law, the facts, and in the exercise of discretion, to direct that the complaint be dismissed unless within 60 days plaintiff complies with the requirements of Business…”
Show all 109 citing cases →
— N.Y. Business Corporation Law § 1312(a) — 11 cases
JPMorgan Chase Bank, N.A. v. Didato, 2020 NY Slip Op 3903 (N.Y. App. Div. 2020). “Therefore, "the presumption that [the appellant] does business, not in New York but in its State of incorporation has not been overcome" ( Construction Specialties v Hartford Ins. Co. , 97 AD2d 808, 808 ).”
Cent. Care Solutions, LLC v. Grand Great Neck, LLC, 2023 NY Slip Op 04749 (N.Y. App. Div. 2023).
Homelink Intl. Inc. v. Law Offs. of Sanjay Chaubey, 2025 NY Slip Op 05460 (N.Y. App. Div. 2025).
Shoreview Holdings, LLC v. Fernandez, 2025 NY Slip Op 25277 (Civ. Ct. NYC, Queens Cty. 2025).
World O World Corp. v. Anoufrieva, 2018 NY Slip Op 5075 (N.Y. App. Div. 2018).
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