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.
This bill revises New York law governing when foreign business entities are deemed to have consented to the jurisdiction of New York courts. It adds a new rule to the Civil Practice Law and Rules stating that when a business organization registered, authorized, or designated to do business in New York surrenders, withdraws, or revokes that status, its consent to jurisdiction ends on that date. The bill then amends multiple entity statutes to provide that filing an application for authority or designation to do business in New York constitutes consent to jurisdiction for actions brought by or on behalf of New York residents, domestic business entities, and certain foreign entities authorized to do business in the state.
The measure applies this jurisdiction-consent framework across several entity types, including foreign corporations, foreign limited liability companies, foreign limited partnerships, foreign limited liability partnerships, associations, and not-for-profit corporations. It also provides that a later surrender, revocation, or withdrawal of the filing or designation operates as a withdrawal of consent to jurisdiction. The bill is set to take effect on January 1 following enactment.
In practical terms, the bill would affect how courts determine personal jurisdiction over out-of-state and foreign business organizations that choose to register to do business in New York. It would make explicit in statute that registration is treated as consent to suit in New York courts for the covered categories of plaintiffs, while also clarifying when that consent ends. The bill touches the Civil Practice Law and Rules, Business Corporation Law, General Associations Law, Limited Liability Company Law, Not-for-Profit Corporation Law, and Partnership Law.
The general sentiment reflected in the voting history is favorable, with the bill advancing unanimously in the Assembly Judiciary Committee and passing the Assembly and Senate floor votes by substantial margins. The absence of committee transcripts limits insight into detailed debate, but the broad support suggests the proposal was viewed as a technical or clarifying jurisdictional measure rather than a highly controversial policy change.
The main point of potential contention is the scope of consent to jurisdiction for foreign entities doing business in New York, since the bill expands and codifies when such entities may be sued in state courts. Supporters likely view this as a clarification that improves predictability for courts and litigants, while opponents could be concerned that it increases litigation exposure for businesses operating in the state. The bill’s explicit termination of consent upon withdrawal or surrender may have been intended to address fairness concerns and limit jurisdiction once an entity leaves the state.
The bill would amend New York’s procedural and entity laws to codify that registration or authorization to do business in the state constitutes consent to New York court jurisdiction for specified actions, and that surrender, withdrawal, or revocation of that registration ends the consent. It would add or revise provisions in the CPLR, Business Corporation Law, General Associations Law, LLC Law, Not-for-Profit Corporation Law, and Partnership Law, affecting foreign corporations, LLCs, partnerships, LLPs, associations, and not-for-profit corporations authorized to operate in New York.
The bill appears to have broad support and little visible opposition in the available record. It passed the Assembly Judiciary Committee unanimously, advanced through Assembly Rules with a strong majority, and then passed both chambers by comfortable margins. With no committee transcript available, the discussion record suggests the measure was treated as a largely technical jurisdictional clarification rather than a divisive policy proposal.
The central issue is whether business registration in New York should be treated as consent to general jurisdiction in New York courts for certain claims. Supporters, including the Unified Court System requestor, likely favor clearer statutory rules for jurisdiction and service-related issues. Potential critics would be foreign businesses and business advocates concerned about expanded litigation exposure and forum selection in New York. A secondary point of concern is the bill’s broad application across multiple entity forms, though the bill narrows the effect by ending consent when the entity withdraws or surrenders its authorization.