N.Y. Limited Liability Company Law § 808: Doing business without certificate of authority

§ 808. Doing business without certificate of authority. (a) A foreign

limited liability company doing business in this state without having

received a certificate of authority to do business in this state may not

maintain any action, suit or special proceeding in any court of this

state unless and until such limited liability company shall have

received a certificate of authority in this state.

(b) The failure of a foreign limited liability company that is doing

business in this state to comply with the provisions of this chapter

does not impair the validity of any contract or act of the foreign

limited liability company or prevent the foreign limited liability

company from defending any action or special proceeding in any court of

this state.

(c) A member, manager or agent of a foreign limited liability company

is not liable for the contractual obligations or other liabilities of

the foreign limited liability company solely by reason of the limited

liability company's doing or having done business in this state without

having received a certificate of authority.

(d) By doing business in this state without authority, a foreign

limited liability company appoints the secretary of state as its agent

for service of process with respect to causes of action arising out of

doing business in this state. In any such case, process against such

foreign limited liability company may be served upon the secretary of

state in the manner set forth in article three of this chapter.