Answer ... Section 1312(a) of the New York Business Corporation Law provides that, without a certificate of authority from the New York secretary of state, a foreign corporation (meaning a business formed under the laws of another state or foreign government) “shall not maintain any action or special proceeding in this state unless and until such corporation has been authorized” (NY Bus Corp Law § 1312(a)). There is a presumption that, in an action brought by a foreign corporation lacking a certificate of authority, the corporation is doing business in its state of incorporation, rather than in New York. To be doing business in New York means having a regular and continuous course of conduct in the state.
When a company is doing business in New York, without a certificate of authority, it risks dismissal of its enforcement action. However, it can register with the state and pay all fees, taxes, penalties and interest charges during the pendency of the action, thereby avoiding dismissal (see Horizon Bancorp v Pompee, 82 A D 3d 935 (2d Dep’t 2011); Showcase Limousine, Inc v Carey, 703 NYS 3d 22, 23 (App Div 2000)).