N.Y. Not-for-Profit Corporation Law § 1313: Actions or special proceedings by unauthorized foreign corporations

§ 1313. Actions or special proceedings by unauthorized foreign

corporations.

(a) A foreign corporation conducting activities in this state without

authority shall not maintain any action or special proceeding in this

state unless and until such corporation has been authorized to conduct

activities in this state and it has paid to the state all fees,

penalties and franchise taxes, if any, for the years or parts thereof

during which it conducted activities in this state without authority.

This prohibition shall apply to any successor in interest of such

foreign corporation.

(b) The failure of a foreign corporation to obtain authority to

conduct activities in this state shall not impair the validity of any

contract or act of the foreign corporation or the right of any other

party to the contract to maintain any action or special proceeding

thereon, and shall not prevent the foreign corporation from defending

any action or special proceeding in this state.