A07769 Summary:
BILL NO | A07769 |
  | |
SAME AS | SAME AS S07253 |
  | |
SPONSOR | Weinstein |
  | |
COSPNSR | Stirpe |
  | |
MLTSPNSR | |
  | |
Add §301-a, CPLR; amd §1301, BC L; amd §18, Gen Assoc L; amd §802, Lim Lil L; amd §1301, N-PC L; amd §§121-902 & 121-1502, Partn L | |
  | |
Provides that a foreign corporation's application for authority to do business in this state constitutes consent to jurisdiction of the courts of this state and a surrender of such application constitutes withdrawal of such consent. |
A07769 Actions:
BILL NO | A07769 | |||||||||||||||||||||||||||||||||||||||||||||||||
  | ||||||||||||||||||||||||||||||||||||||||||||||||||
05/21/2021 | referred to judiciary | |||||||||||||||||||||||||||||||||||||||||||||||||
05/26/2021 | reported referred to codes | |||||||||||||||||||||||||||||||||||||||||||||||||
06/02/2021 | reported referred to rules | |||||||||||||||||||||||||||||||||||||||||||||||||
06/09/2021 | reported | |||||||||||||||||||||||||||||||||||||||||||||||||
06/09/2021 | rules report cal.731 | |||||||||||||||||||||||||||||||||||||||||||||||||
06/09/2021 | ordered to third reading rules cal.731 | |||||||||||||||||||||||||||||||||||||||||||||||||
06/10/2021 | passed assembly | |||||||||||||||||||||||||||||||||||||||||||||||||
06/10/2021 | delivered to senate | |||||||||||||||||||||||||||||||||||||||||||||||||
06/10/2021 | REFERRED TO RULES | |||||||||||||||||||||||||||||||||||||||||||||||||
06/10/2021 | SUBSTITUTED FOR S7253 | |||||||||||||||||||||||||||||||||||||||||||||||||
06/10/2021 | 3RD READING CAL.1768 | |||||||||||||||||||||||||||||||||||||||||||||||||
06/10/2021 | PASSED SENATE | |||||||||||||||||||||||||||||||||||||||||||||||||
06/10/2021 | RETURNED TO ASSEMBLY | |||||||||||||||||||||||||||||||||||||||||||||||||
12/20/2021 | delivered to governor | |||||||||||||||||||||||||||||||||||||||||||||||||
12/31/2021 | vetoed memo.79 | |||||||||||||||||||||||||||||||||||||||||||||||||
12/31/2021 | tabled |
A07769 Committee Votes:
Lavine | Aye | Montesano | Nay | ||||||
Zebrowski | Aye | Norris | Nay | ||||||
Weprin | Aye | Walsh | Nay | ||||||
Braunstein | Aye | Byrnes | Nay | ||||||
Quart | Aye | Brown | Nay | ||||||
Steck | Aye | Tannousis | Nay | ||||||
Seawright | Aye | ||||||||
Joyner | Aye | ||||||||
Abinanti | Aye | ||||||||
Wallace | Aye | ||||||||
Walker | Aye | ||||||||
Cruz | Aye | ||||||||
McMahon | Aye | ||||||||
Mitaynes | Aye | ||||||||
Rajkumar | Aye | ||||||||
Dinowitz | Aye | Morinello | Nay | ||||||
Pretlow | Aye | Giglio | Nay | ||||||
Cook | Aye | Montesano | Nay | ||||||
Cymbrowitz | Aye | Reilly | Nay | ||||||
O'Donnell | Aye | Mikulin | Nay | ||||||
Lavine | Aye | Tannousis | Nay | ||||||
Perry | Aye | ||||||||
Abinanti | Aye | ||||||||
Weprin | Aye | ||||||||
Hevesi | Aye | ||||||||
Fahy | Aye | ||||||||
Seawright | Aye | ||||||||
Rosenthal | Aye | ||||||||
Walker | Aye | ||||||||
Vanel | Aye | ||||||||
Cruz | Aye | ||||||||
Heastie | Excused | Barclay | Aye | ||||||
Gottfried | Aye | Hawley | Nay | ||||||
Nolan | Excused | Giglio | Aye | ||||||
Weinstein | Aye | Blankenbush | Aye | ||||||
Pretlow | Aye | Norris | Nay | ||||||
Cook | Excused | Montesano | Nay | ||||||
Glick | Aye | Ra | Aye | ||||||
Aubry | Aye | Brabenec | Nay | ||||||
Englebright | Aye | ||||||||
Dinowitz | Aye | ||||||||
Colton | Aye | ||||||||
Magnarelli | Aye | ||||||||
Perry | Aye | ||||||||
Paulin | Aye | ||||||||
Peoples-Stokes | Aye | ||||||||
Benedetto | Aye | ||||||||
Lavine | Aye | ||||||||
Lupardo | Aye | ||||||||
Zebrowski | Aye | ||||||||
Thiele | Aye | ||||||||
Braunstein | Aye | ||||||||
Dickens | Aye | ||||||||
Davila | Aye | ||||||||
Go to top
A07769 Floor Votes:
Yes
Abbate
Yes
Clark
Yes
Frontus
No
Lalor
Yes
Paulin
Yes
Sillitti
Yes
Abinanti
Yes
Colton
Yes
Galef
Yes
Lavine
Yes
Peoples-Stokes
Yes
Simon
Yes
Anderson
Yes
Conrad
Yes
Gallagher
No
Lawler
Yes
Perry
No
Simpson
No
Angelino
Yes
Cook
No
Gallahan
No
Lemondes
Yes
Pheffer Amato
No
Smith
No
Ashby
Yes
Cruz
No
Gandolfo
Yes
Lunsford
Yes
Pichardo
No
Smullen
Yes
Aubry
Yes
Cusick
No
Giglio JA
Yes
Lupardo
Yes
Pretlow
Yes
Solages
No
Barclay
Yes
Cymbrowitz
No
Giglio JM
Yes
Magnarelli
Yes
Quart
Yes
Steck
Yes
Barnwell
Yes
Darling
Yes
Glick
Yes
Mamdani
No
Ra
Yes
Stern
Yes
Barrett
Yes
Davila
Yes
Gonzalez-Rojas
No
Manktelow
Yes
Rajkumar
Yes
Stirpe
Yes
Barron
Yes
De La Rosa
No
Goodell
Yes
McDonald
Yes
Ramos
No
Tague
Yes
Benedetto
No
DeStefano
Yes
Gottfried
No
McDonough
No
Reilly
No
Tannousis
Yes
Bichotte Hermel
Yes
Dickens
Yes
Griffin
Yes
McMahon
Yes
Reyes
Yes
Taylor
No
Blankenbush
Yes
Dilan
Yes
Gunther
Yes
Meeks
Yes
Richardson
Yes
Thiele
No
Brabenec
Yes
Dinowitz
No
Hawley
No
Mikulin
Yes
Rivera J
Yes
Vanel
Yes
Braunstein
No
DiPietro
Yes
Hevesi
No
Miller B
Yes
Rivera JD
No
Walczyk
Yes
Bronson
No
Durso
Yes
Hunter
No
Miller M
Yes
Rodriguez
Yes
Walker
No
Brown
Yes
Eichenstein
Yes
Hyndman
Yes
Mitaynes
Yes
Rosenthal D
Yes
Wallace
Yes
Burdick
Yes
Englebright
Yes
Jackson
No
Montesano
Yes
Rosenthal L
No
Walsh
ER
Burgos
Yes
Epstein
Yes
Jacobson
No
Morinello
Yes
Rozic
Yes
Weinstein
Yes
Burke
Yes
Fahy
Yes
Jean-Pierre
Yes
Niou
No
Salka
Yes
Weprin
Yes
Buttenschon
Yes
Fall
No
Jensen
ER
Nolan
Yes
Santabarbara
Yes
Williams
No
Byrne
Yes
Fernandez
Yes
Jones
No
Norris
Yes
Sayegh
No
Woerner
No
Byrnes
No
Fitzpatrick
Yes
Joyner
Yes
O'Donnell
No
Schmitt
Yes
Zebrowski
Yes
Cahill
Yes
Forrest
Yes
Kelles
Yes
Otis
Yes
Seawright
Yes
Zinerman
Yes
Carroll
No
Friend
Yes
Kim
No
Palmesano
Yes
Septimo
Yes
Mr. Speaker
‡ Indicates voting via videoconference
A07769 Memo:
Go to topNEW YORK STATE ASSEMBLY
MEMORANDUM IN SUPPORT OF LEGISLATION
submitted in accordance with Assembly Rule III, Sec 1(f)   BILL NUMBER: A7769 SPONSOR: Weinstein
  TITLE OF BILL: An act to amend the civil practice law and rules, the business corpo- ration law, the general associations law, the limited liability company law, the not-for-profit corporation law and the partnership law, in relation to consent to jurisdiction by foreign business organizations authorized to do business in New York This measure would amend § 1301 of the Business Corporation Law (BCL) to reinforce the continuing viability of consent as a basis for general (all-purpose) personal jurisdiction over foreign corporations authorized to do business in New York. In so doing, the measure serves a substan- tial public interest. Being able to sue New York-licensed corporations in New York on claims that arose elsewhere will save New York residents and others the expense and inconvenience of traveling to distant forums to seek the enforcement of corporate obligations. The measure likewise amends the General Associations Law, the Limited Liability Company Law, the Not-for-Profit Corporation Law, and the Partnership Law to encompass other similarly situated foreign business organizations that must regis- ter to do business in New York. Until recently, a foreign corporation doing business in New York could be sued here on claims arising anywhere in the world. The doing of busi- ness in New York, such as soliciting and facilitating orders for New York sales from an office in New York staffed by corporate employees, was treated as corporate "presence," which traditionally allowed for the assertion of general personal jurisdiction. When general jurisdiction exists, the claim being sued upon need not arise out of activity of the corporate defendant in New York. These principles were articulated in the 1917 case of Tauza v. Susquehanna Coal Co., 220 N.Y. 259, and carried forward by CPLR 301. In the 2014 decision in Daimler AG v. Bauman, 134 S.Ct. 746 (2014), however, the U.S. Supreme Court held that due process requires more than the doing of business in a state before the courts of that state may assert general jurisdiction. By analogy to the assertion of general jurisdiction over individuals domiciled in the state, the corporation must be "at home" in the state. This means that the only type of local activity by a corporation that will ordinarily qualify for general jurisdiction is incorporation in the state or main- tenance of its principal place of business in the state. Id. at 760-62. Doing business in the state, by itself, will not suffice, even if such business is conducted on a regular and systematic basis from a local office or other facility. Tauza-type general jurisdiction, therefore, is no longer available in New York for those seeking to enforce corporate obligations incurred outside the state. On the other hand, Daimler's at-home requirement has no application to cases in which a corporation is subject to "specific" jurisdiction pursuant to a long-arm statute, such as CPLR 302, which confers jurisdiction for claims arising from a defendant's local acts. Because Daimler's limitation on general jurisdiction was decided on the basis of constitutional due process, amending the CPLR to explicitly confer general jurisdiction over foreign corporations simply because they are doing business in the state would be futile. The Daimler Court, however, did not address consent-based general jurisdiction that occurs through corporate licensing and registration with the Secretary of State. (See 134 S.Ct. at 75556, citing the "textbook case" of Perkins v. Benguet Consolidated Mining Co., 342 U.S. 437 (1952), for guidance as to circumstances that pennit exercise of general jurisdiction "over a foreign corporation that has not consented to suit in the forum.") A foreign corporation, as a condition of doing business in New York, must apply for authorization to do so from the New York Secretary of State. BCL § 1301(a). As a part of such licensing and registration, BCL § 304(b) specifies that the corporation must designate the Secretary of State as its agent upon whom process may be served in a New York action. See also BCL § 1304(a)(6). Furthermore, BCL § 304(c) provides that foreign corporations already authorized to do business in New York as of the 1963 effective date of the BCL were "deemed" to have made such designation. (During the statutory regime that preceded adoption of the BCL, foreign corporations seeking authorization to do business in New York could appoint either a private individual or a public officer as agent upon whom process could be served. See Karius v. All States Freight, Inc., 176 Misc. 155, 159 (Sup.Ct. Albany Co. 1941)). From 1916 until the decision in Daimler, New York courts - State and Federal held that a foreign corporation's registration to do business in New York constitutes consent by the corporation to general personal jurisdiction in the New York courts. Judge Benjamin N. Cardozo wrote in Bagdon v. Philadelphia & Reading Coal & Iron Co., 217 N.Y. 432 (1916), that such consent flows from the foreign corporation's statutorily required designation of a New York agent for service of process: "The person designated is a true agent. The consent that he shall repre- sent the corporation is a real consent. He is made the person "upon whom process may be served." The actions in which he is to represent the corporation are not limited. The meaning must, therefore, be that the appointment is for any action which under the laws of this state may be brought against a foreign corporation. . . that whenever jurisdiction of the subject matter is present, service on the agent shall give juris- diction of the person." Id. at 436-37. Judge Cardozo rejected the notion that the consent at issue in Bagdon was limited to claims that arose from the foreign corporation's New York activity. The consent extended to all claims, regardless of where they arose. Id. at 438. The applicable New York statutes, both in 1916 and now, do not explicit- ly state that registration to do business or designation of a local agent to accept service of process constitutes consent to general juris- diction. Until recently, this omission was not viewed as a constitu- tional impediment to litigation against a registered foreign corporation The United States Supreme Court twice recognized that a corporation's statutorily required designation of a local agent to accept process rationally may be interpreted as consent to general jurisdiction: "  When a power is actually conferred by a document, the party executing it takes the risk of the interpretation that may be put upon it by the courts. The execution was the defendant's voluntary act." Pennsylvania Fire Ins. Co. of Philadelphia v. Gold Issue Mining & Milling Co., 243 U.S. 93, 96 (1917.) The critical facts that the corporation had agreed to subject itself to the regulation of the state of New York and thereby had consented to general personal jurisdiction. This is "part of the bargain by which   the foreign corporation enjoys the business freedom of the State of New York." Neirbo Co. v. Bethlehem Shipbuilding Corp., 308 U.S. 165, 174 (1939). For at least 98 years, foreign corporations have been on notice that becoming licensed to do business in New York is a consent to general personal jurisdiction. In the years since the Daimler decision, a number of courts have consid- ered whether the absence of explicit statutory notice that registration constitutes consent to general jurisdiction eliminates consent to such jurisdiction by the mere act of registration. The United States Court of Appeals for the Second Circuit, in dismissing an action brought in a Connecticut state court and removed to the Federal District Court, wrote that the Connecticut registration of foreign corporations statute "was neither explicit about the scope of jurisdiction conferred, nor had there issued an authoritative state judicial decision construing the statute." Brown v. Lockheed, 814 F3d 619, 637 (2nd Cir. 2016) That deci- sion was relied on by the Appellate Division in dismissing a case in New York relying on general jurisdiction solely by virtue of registration under the current BCL, Aybar v Aybar, 169 A.D.3d 137 (2nd Dept.2019), leave dismissed 33 NY3d 1004). Aybar has been followed by Appellate Division decisions in other departments, Best v.. Guthrie Med. Group, 175 A.D.3d 1048 (4th Dept 2019), and Fekah v. Baken Hughes Inc., 2019 N.Y.App.Div> LEXIS 7463 (1st Dept. 2019). However, other courts have held that under statutes similar to the current BCL registration stat- ute, consent jurisdiction is preserved, see, e.g. In re Sealed Case, 932 F.3d 915 (Fed. Cir. 2019),1 The question has attracted substantial academic analysis, compare, for example, Consent to Judicial Jurisdic- tion: the Foundation of "Registration" Statutes, 73 N.Y.U. Ann. Surv. Am. L. 159 (Professor Oscar Chase 2018), supporting such jurisdiction with Registration Statutes, General Jurisdiction, and the Fallacy of Consent, 36 Cardozo L. Rev. 1343 (Professor Tanya Monestier 2015) rejecting such jurisdiction. For an exhaustive analysis of the issue from the pen of a Federal appellate judge, dealing with general juris- diction over foreign corporations registering under the Delaware statute analogous to New York's BCL, see Acorda Therapeutics, Inc. v. Mycal Pharms., Inc, 817 F.3d 755 (Fed. Cir. 2016, O'Malley, C.J., concurring). The addition of the proposed new subdivision (e) to BCL § 1301 would avoid the recent Appellate Division case law restricting general juris- diction, by providing an explicit and forceful legislative declaration as to the effect of a foreign corporation's registration to do business in New York. Consent to general jurisdiction is a fair requirement to impose on corporations that benefit from conducting business in New York. Such consent provides the certainty of a forum with open doors for the enforcement of obligations of New York-licensed corporations without the expense and burden of proving jurisdiction on a case-bycase basis. In Daimler, the Supreme Court recognized the value of having an "easily ascertainable" and "clear and certain forum in which a corporate defend- ant may be sued on any and all claims." 134 S.Ct. at 760. The same position has been adopted in Minnesota, Missouri, Nebraska, Arkansas, and New Jersey. See Am. Dairy Queen Corp. v. W.B. Mason Co, 2019 U.S.Dist.LEXIS 3314, *9-12 (Jan 8, 2019 D.C.Minn.), collecting cases., and most recently in New Mexico Schmidt v. Navistar, Inc., 2019 U.S.Dist.LEXIS 35064 (March 4, 2019 D.C.N.M.), There is substantial judicial support for the proposition that the proposed addition to BCL sec. 1301 would pass constitutional muster. The Pennsylvania registration statute has for years provided that "qual- ification" of a foreign corporation "shall constitute a sufficient basis of jurisdiction to enable the tribunals of this Commonwealth to exercise general personal jurisdiction", and that explicit notice has insulated general jurisdiction claimants from dismissal in a plethora of cases. See, e.g., Healthcase Servs. Grp. V. Moreta, 2019 U.S.Dist. LEXIS 198954 (E.D.Pa.), and Gronch Co., Inc. v Simon Prop. Group, Inc., 2019 N.Y.Misc. LEXIS 1821, *7 (Sup.Ct.N.Y.Co) rejecting general jurisdiction because section 1304, as currently written, "does not expressly require a corporation to consent to jurisdiction to do business within the state." Enactment of the proposed addition to BCL sec. 1304 will not burden the New York courts with cases which ought not to be litigated here when corporate defendants are registered in New York, courts retain the discretionary power to decline the exercise of jurisdiction over them in the interests of justice and convenience pursuant to the doctrine of forum non conveniens. CPLR 327; see, e.g., Bewers v. Ameri- can Home Products Corp., 99 A.D.2d 949 (1st Dep't), affd, 64 N.Y.2d 630 (1984). BCL § 1312(a) will continue to provide an indirect enforcement mechanism to encourage foreign corporations doing business in New York to become authorized and thereby confer consent to general jurisdiction. BCL § 1312(a) states that a foreign corporation doing business in New York without authority may not maintain an action in the state's courts until it obtains the necessary authorization and pays relevant fees, taxes, penalties and interest charges. This statute "regulate  s foreign corpo- rations which are conducting business in New York so that they will not be on a more advantageous footing than domestic corporations." Reese v. Harper Surface Finishing Systems, 129 A.D.2d 159, 162 (2d Dep't 1987). BCL § 1312(a) applies to corporations engaged in "regular, systematic and continuous" business in New York. See, e.g., Highfill, Inc. v. Bruce and Iris, Inc., 50 A.D.3d 742, 743 (2d Dep't 2008). This standard encompasses corporations that maintain offices or other facilities in New York for the purpose of engaging in a mix of local and interstate business and provides sufficient flexibility for the inclusion of corpo- rations that do business in New York without a fixed location, as was the case in Highfill. It has been noted that the "regular, systematic and continuous business" standard helps to ensure compliance with constitutional limits on state regulation of purely interstate business. See Airtran New York, LLC v. Air Group, Inc., 46 A.D.3d 208, 214 (1st Dep't 2007). Consistent with the history, policy and caselaw relating to foreign business corporations, this measure also codifies the principle that other types of foreign business organizations consent to general juris- diction when they do business in New York and, pursuant to statute, expressly appoint the Secretary of State as their agent upon whom proc- ess may be served. This measure thus includes foreign joint stock asso- ciations and business trusts (see Gen. Assoc. Law §§ 18; 2(4) (these are the only "associations" that must designate the Secretary of State as agent)); foreign limited liability companies (see Ltd. Liability Co. Law §§ 301(a); 802(a)); foreign not-for-profit corporations (see Not-for- Profit Corp. Law §§ 304, 1301, 1304(a)(6)); foreign limited partnerships (see Partnership Law §§ 121-104; 121-902); and foreign limited liability partnerships (see Partnership Law § 121 -1502). Authorized foreign corporations not wishing to continue their consent to jurisdiction may, of course, surrender their authority to do business in New York at any time in accordance with BCL § 1310. Other types of busi- ness organizations may likewise withdraw their authorization or certif- icate of designation to do business in the State. Currently, however, there is no statutory language specifically delineating the date upon which the consent to jurisdiction is deemed withdrawn. Accordingly, this measure would also enact a new CPLR 301-a to provide that where a business organization which is registered, authorized or designated to do business in this state surrenders, withdraws or otherwise revokes its registration, authorization or certificate of designation, its consent to jurisdiction terminates on the date of such surrender, withdrawal or revocation. With respect to not-for-profit corporations, the amendment of the Not-for-Profit Corporation Law (§ 1301(e)) recognizes that some not-for-profits, such as religious corporations, are exempt from the requirement that they designate the Secretary of State as an agent upon whom process may be served. See Relig. Corp. Law § 2-b. See also Not- for-Profit Corp. Law § 113(b); Private Housing Finance Law § 13-a (limited-profit housing companies). In such cases, consent-based juris- diction is lacking. Furthermore, foreign banks and foreign insurance companies are excluded from this measure. Although these foreign enti- ties must register to do business in New York, their concomitant desig- nation of the Secretary of Banking and the Secretary of Insurance, respectively, as an agent upon whom process may be served is explicitly limited by statute to a narrow range of claims. See Banking Law § 200(3); Ins. Law § 1212(a). This measure, which would have no fiscal impact on the State, would take effect on the first of January next succeeding the date on which it shall have become law.   2019-2020 LEGISLATIVE HISTORY: A7595 (Weinstein)   ref to Rules-2019; reported to Rules 2020 S6352 (Kaplan)   ref to Rules-2019; recommitted to Rules 2020   2017-2018 LEGISLATIVE HISTORY: S5889 (Bonacic)   committed to Rules-2017; referred to Judiciary-2018 A5918 (Weinstein)   advanced to 3rd Rdg-2017; ordered to 3rd Rdg Cal. 421-2018   2015-2016 LEGISLATIVE HISTORY: S4846 (Bonacic)   committed to Rules A6714 (Weinstein)   PASSED in 2015; ordered to 3rd Rdg., Cal. 253-2016   2014 LEGISLATIVE HISTORY: S7078 (Bonacic)   subst. by Assembly 9576 A9576 (Weinstein)   PASSED; committed to Rules
A07769 Text:
Go to top STATE OF NEW YORK ________________________________________________________________________ 7769 2021-2022 Regular Sessions IN ASSEMBLY May 21, 2021 ___________ Introduced by M. of A. WEINSTEIN -- (at request of the Office of Court Administration) -- read once and referred to the Committee on Judici- ary AN ACT to amend the civil practice law and rules, the business corpo- ration law, the general associations law, the limited liability compa- ny law, the not-for-profit corporation law and the partnership law, in relation to consent to jurisdiction by foreign business organizations authorized to do business in New York The People of the State of New York, represented in Senate and Assem- bly, do enact as follows: 1 Section 1. The civil practice law and rules is amended by adding a new 2 section 301-a to read as follows: 3 § 301-a. Termination of consent to jurisdiction in certain cases. 4 Where a business organization registered, authorized or designated to do 5 business in this state surrenders, withdraws or otherwise revokes its 6 registration, authorization or certificate of designation, its consent 7 to jurisdiction terminates on the date of such surrender, withdrawal or 8 revocation. 9 § 2. Section 1301 of the business corporation law is amended by adding 10 a new paragraph (e) to read as follows: 11 (e) A foreign corporation's application for authority to do business 12 in this state, whenever filed, constitutes consent to the jurisdiction 13 of the courts of this state for all actions against such corporation. A 14 surrender of such application shall constitute a withdrawal of consent 15 to jurisdiction. 16 § 3. Section 18 of the general associations law is amended by adding a 17 new subdivision 5 to read as follows: 18 5. An association's certificate of designation prescribed by this 19 section, whenever filed, constitutes consent to the jurisdiction of the 20 courts of this state for all actions against such association. A revoca- EXPLANATION--Matter in italics (underscored) is new; matter in brackets [] is old law to be omitted. LBD10576-01-1A. 7769 2 1 tion of such designation shall constitute a withdrawal of consent to 2 jurisdiction. 3 § 4. Section 802 of the limited liability company law is amended by 4 adding a new subdivision (c) to read as follows: 5 (c) A foreign limited liability company's application for authority to 6 do business in this state, whenever filed, constitutes consent to the 7 jurisdiction of the courts of this state for all actions against such 8 limited liability company. A surrender of such application shall consti- 9 tute a withdrawal of consent to jurisdiction. 10 § 5. Section 1301 of the not-for-profit corporation law is amended by 11 adding a new paragraph (e) to read as follows: 12 (e) A foreign corporation's application for authority to conduct 13 activities in this state, whenever filed, constitutes consent to the 14 jurisdiction of the courts of this state for all actions against such 15 corporation unless such corporation is exempt from any law requiring it 16 to designate the secretary of state as agent of the corporation upon 17 whom process against it may be served and it has made no such desig- 18 nation. A surrender of such application shall constitute a withdrawal of 19 consent to jurisdiction. 20 § 6. Section 121-902 of the partnership law is amended by adding a new 21 subdivision (e) to read as follows: 22 (e) A foreign limited partnership's application for authority to do 23 business in this state, whenever filed, constitutes consent to the 24 jurisdiction of the courts of this state for all actions against such 25 foreign limited partnership. A surrender of such application shall 26 constitute a withdrawal of consent to jurisdiction. 27 § 7. Section 121-1502 of the partnership law is amended by adding a 28 new subdivision (r) to read as follows: 29 (r) A foreign limited liability partnership's notice to carry on or 30 conduct or transact business or activities as a New York registered 31 foreign limited liability partnership in this state, whenever filed, 32 constitutes consent to the jurisdiction of the courts of this state for 33 all actions against such foreign limited liability partnership. A with- 34 drawal of such notice shall constitute a withdrawal of consent to juris- 35 diction. 36 § 8. This act shall take effect on the first of January next succeed- 37 ing the date on which it shall have become a law.
A07769 LFIN:
  | NO LFIN |
A07769 Chamber Video/Transcript:
6-10-21 | Video (@ 00:34:34) | Transcript pdf | Transcript html |