In New York state, business entities formed or incorporated outside New York that meet the criteria of “doing business” in New York are classified as foreign business entities and are required to register to do business in New York. Both the New York Business Corporation Law (BCL) and the New York Limited Liability Company Law (LLC Law) provide that, without registering in New York, a foreign business entity does not have the legal capacity to bring suit in any New York state courts, although it can be sued in New York.

Specifically, foreign business entities doing business in New York without authorization may not “maintain any action, suit or special proceeding in any court of this state unless and until such limited liability company [or corporation] shall have received a certificate of authority in this state” to do business in New York. LLC Law §808(a); see BCL § 1312(a).