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

Latest action Dec 19, 2025

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.

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Where it stands

Rejected by the executive.

Introduced
In committee
Up for a vote
Passed one chamber
Passed
Enacted

Vetoed

New York State Senate

Same as A8303, the matching bill in the Assembly.

Passed as A8303, the matching Assembly bill.

Committee

Judiciary · New York State Assembly

Also referred to Judiciary · New York State Senate, Rules · New York State Assembly, Rules · New York State Senate.

Purpose, from the sponsor's memo

Section 1 adds a new section 301-a to the Civil Practice Law and Rules regarding termination of consent to jurisdiction in certain cases. Section 2 adds a new subdivision (e) to section 1301 of the Business Corporation Law providing that a foreign corporation's application for authority to do business in this state constitutes consent to the juris- diction of the New York state courts for all actions against such corpo- ration brought by or on behalf of: (1) a resident of the state; (2) a domestic corporation, unincorporated association, partnership, individu- ally-owned business, limited liability company, limited partnership or limited liability partnership; or (3) a foreign corporation, limited liability company, limited partnership or limited liability partnership authorized to do business in the state. Section 3 adds a new subdivision 5 to section 18 of the General Associ- ations Law providing that an association's certificate of designation constitutes consent to the jurisdiction of the New York state courts for all actions against such association brought by or on behalf of: (1) a resident of the state; (2) a domestic corporation, unincorporated asso- ciation, partnership, individually-owned business, limited liability company, limited partnership or limited liability partnership; or (3) a foreign corporation, limited liability company, limited partnership or limited liability partnership authorized to do business in the state. Section 4 adds a new subdivision (c) to section 802 of the Limited Liability Company Law providing that a foreign limited liability compa- ny's application for authority do business in this state constitutes consent to the jurisdiction of the New York state courts for all actions against such limited liability company brought by or on behalf of: (1) a resident of the state; (2) a domestic corporation, unincorporated asso- ciation, partnership, individually-owned business, limited liability company, limited partnership or limited liability partnership; or (3) a foreign corporation, limited liability company, limited partnership or limited liability partnership authorized to do business in the state. Section 5 adds a new subdivision (e) to section 1301 of the Not-for-Pro- fit Corporation Law providing that a foreign corporation's application for authority to conduct activities in this state constitutes consent to the jurisdiction of the New York state courts for all actions against such corporation brought by or on behalf of: (1) a resident of the state; (2) a domestic corporation, unincorporated association, partner- ship, individually-owned business, limited liability company, limited partnership or limited liability partnership; or (3) a foreign corpo- ration, limited liability company, limited partnership or limited liability partnership authorized to do business in the state. Section 6 adds a new subdivision (e) to section 121-902 of the Partner- ship Law to provide that a foreign limited partnership's application to do business in this state constitutes consent to the jurisdiction of the New York state courts for all actions against such foreign limited part- nership brought by or on behalf of: (1) a resident of the state; (2) a domestic corporation, unincorporated association, partnership, individu- ally-owned business, limited liability company, limited partnership or limited liability partnership; or (3) a foreign corporation, limited liability company, limited partnership or limited liability partnership authorized to do business in the state. Section 7 adds a new subdivision (r) to section 121-1502 of the Partner- ship Law to provide that a foreign limited liability partnership's notice to carry on or conduct or transact business or activities as a New York registered foreign limited liability partnership in this state constitutes consent to the jurisdiction of the New York state courts for all actions against such foreign limited liability partnership brought by or on behalf of: (I) a r

Filed with the bill. Read it on nysenate.gov (opens in a new tab)

Recorded votes

Vote: Floor vote
NY SenateJun 10, 2025Result: passedSenate vote on A8303, the matching Assembly bill.
(45) (13) (0) (5)
Vote: Committee vote · Judiciary
Senate JudiciaryMay 28, 2025Result: passed
(16) (1) (0) (2)

The sponsor's argument

Why Michael Gianaris says this is needed

This bill would reinforce the continuing viability of consent as a basis for general personal jurisdiction over foreign corporations authorized to do business in New York. Until 2014, a foreign corporation doing business in New York could be sued here on claims arising anywhere in the world. However, in Daimler AG v. Bauman, 571 U.S. 117 (2014), the Supreme Court held that due proc- ess requires more than doing 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 as a basis for general jurisdiction is incorporation in the state or main- tenance of its principal place of business in the state. Doing business in the state, by itself, does not suffice, even if it is conducted on a regular and systematic basis from a local office or other facility. General jurisdiction, therefore, is no longer available in New York for those seeking to enforce corporate obligations incurred outside the state. The Court of Appeals took up the issue in 2021 in Aybar v. Aybar and ruled by a five-totwo vote that current New York statutes do not "condi- tion the right to do business on consent to the general jurisdiction of New York courts or otherwise afford general jurisdiction to New York courts over foreign corporations that comply with these conditions." Aybar v. Aybar, 37 N.Y.3d 274, 283 (2021). In Aybar, a car accident occurred when a New York resident was operating a Ford Explorer in Virginia and the vehicle's Goodyear tire failed, resulting in the death of three passengers and injuries to three others. The accident victims commenced an action against the driver, Ford and Goodyear in a New York court. The vehicle involved in the accident was not initially sold by Ford in New York, and Ford did not manufacture or design that vehicle within New York. Moreover, the tire was not designed, manufactured, or initially sold by Goodyear in New York. Both Ford and Goodyear moved to dismiss the complaint against them under CPLR 3211(a)(8), on the ground that the court lacked personal jurisdiction over them. The Court of Appeals held that the defendants' motions to dismiss were properly granted and that foreign corporations do not consent to the exercise of general jurisdiction by New York courts simply by registering to do business in the state and designating a local agency for service of process. As the Aybar majority saw it, Daimler 's true holding, "when viewed in the context of the controlling jurisprudence of the time," is merely that a corporation that registers to do business per the Business Corpo- ration Law consents to be served via the designated agent; it does not consent to be used for claims that did not arise from its in-state activity. Id. at 284. Having concluded that New York's existing statutes did not purport to condition registration upon consent to New York jurisdiction, the Aybar majority expressly declined to say whether the Legislature could do so if it wished: "Inasmuch as our conclusion rests solely on New York law grounds, we have no occasion to address whether consent-by-registration, if it existed in New York, would comport with federal due process under Daimler." Aybar, 37 N.Y.3d at 291. Notably, the two dissenters in Aybar reached the issue the majority declined to reach: whether consent by registration was constitutional. They answered in the affirmative, reasoning that such consent would be unconstitutional only if the consent were coerced, and that was plainly not the case. In the case before the Court, no one forced Ford to do business in New York. More than that, Ford did not have to register in order to do business in New York. It had to register only if it wanted to bring suit in New York in those cases in which it preferred to bring its suit in New York

This is the sponsor's own case for the bill, quoted from their memorandum. It is not Agora's description of what the bill does.

Full history

Dec 19, 2025
Tabled
TABLED
NY Assembly
Dec 19, 2025
Vetoed
VETOED MEMO.134
NY Assembly
Dec 8, 2025
Sent to the executive
DELIVERED TO GOVERNOR
NY Assembly
Jun 10, 2025
3RD Reading CAL.1426
3RD READING CAL.1426
NY Senate
Jun 10, 2025
Passed a chamber
PASSED SENATE
NY Senate

Show full history (12 earlier events)

Jun 10, 2025
Substituted
SUBSTITUTED FOR S8186
NY Senate
Jun 4, 2025
Advanced to Third Reading
ADVANCED TO THIRD READING
NY Senate
Jun 4, 2025
Sent to the executive
DELIVERED TO SENATE
NY Assembly
Jun 4, 2025
Passed a chamber
PASSED ASSEMBLY
NY Assembly
Jun 4, 2025
Referred to committee
REFERRED TO RULES
NY Senate
May 29, 2025
2ND Report CAL.
2ND REPORT CAL.
NY Senate
May 28, 2025
1ST Report CAL.1426
1ST REPORT CAL.1426
NY Senate
May 21, 2025
Reported out of committee
REPORTED
NY Assembly
May 21, 2025
Rules Report CAL.244
RULES REPORT CAL.244
NY Assembly
May 20, 2025
Referred to committee
REFERRED TO JUDICIARY
NY Senate
May 20, 2025
Reported out of committee
REPORTED REFERRED TO RULES
NY Assembly
May 12, 2025
Referred to committee
REFERRED TO JUDICIARY
NY Assembly

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