2015 New York Laws
LLC - Limited Liability Company Law
Article 8 - (Limited Liability Company Law) FOREIGN LIMITED LIABILITY COMPANIES
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.