Section 1312(a) of the Business Corporation Law, New York’s “door closing” statute, precludes foreign corporations doing business in the state without authority from maintaining an action in the state. The purpose of this statute is to regulate foreign companies actually conducting business in the state. As held in Special Breaks, LLC v. 201 Murray Ave., 2017 WL 987199 (Sup. Ct. Westchester Co. Mar. 10, 2017), the statute does not apply to those foreign companies that are not “doing business” within the state.
The defendant in Special Breaks moved to dismiss the complaint filed by foreign corporate plaintiff on two related grounds:
- That the foreign corporation was barred from maintaining an action in New York because it was not authorized to do business in the state, and