S T A T E   O F   N E W   Y O R K
 ________________________________________________________________________
 
                                   8303
 
                        2025-2026 Regular Sessions
 
                           I N  A S S E M B L Y
 
                               May 12, 2025
                                ___________
 
 Introduced  by  M.  of  A.  LUNSFORD -- (at request of the Unified Court
   System) -- read once and referred to the Committee on Judiciary
 
 AN ACT to amend the civil practice law and rules,  the  business  corpo-
   ration law, the general associations law, the limited liability compa-
   ny law, the not-for-profit corporation law and the partnership law, in
   relation  to consent to jurisdiction by foreign business organizations
   authorized to do business in New York
 
   THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
 BLY, DO ENACT AS FOLLOWS:
 
   Section 1. The civil practice law and rules is amended by adding a new
 section 301-a to read as follows:
   §  301-A.  TERMINATION  OF  CONSENT  TO JURISDICTION IN CERTAIN CASES.
 WHERE A BUSINESS ORGANIZATION REGISTERED, AUTHORIZED OR DESIGNATED TO DO
 BUSINESS IN THIS STATE SURRENDERS, WITHDRAWS OR  OTHERWISE  REVOKES  ITS
 REGISTRATION,  AUTHORIZATION  OR CERTIFICATE OF DESIGNATION, ITS CONSENT
 TO JURISDICTION TERMINATES ON THE DATE OF SUCH SURRENDER, WITHDRAWAL  OR
 REVOCATION.
   § 2. Section 1301 of the business corporation law is amended by adding
 a new paragraph (e) to read as follows:
   (E)  (I) A FOREIGN CORPORATION'S APPLICATION FOR AUTHORITY TO DO BUSI-
 NESS IN THIS STATE, WHENEVER FILED, CONSTITUTES CONSENT TO THE JURISDIC-
 TION OF THE COURTS OF THIS STATE FOR ALL  ACTIONS  AGAINST  SUCH  CORPO-
 RATION BROUGHT BY OR ON BEHALF OF:
   (A) A RESIDENT OF THE STATE;
   (B)  A  DOMESTIC CORPORATION, UNINCORPORATED ASSOCIATION, PARTNERSHIP,
 INDIVIDUALLY OWNED BUSINESS, LIMITED LIABILITY COMPANY, LIMITED PARTNER-
 SHIP  OR LIMITED LIABILITY PARTNERSHIP; OR
   (C) A FOREIGN CORPORATION, LIMITED LIABILITY COMPANY, LIMITED PARTNER-
 SHIP OR LIMITED LIABILITY PARTNERSHIP AUTHORIZED TO DO BUSINESS  IN  THE
 STATE.

  EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                       [ ] is old law to be omitted.
                                                            LBD07876-01-5
 A. 8303                             2
              

 
   (II)  A SURRENDER OF SUCH APPLICATION SHALL CONSTITUTE A WITHDRAWAL OF
 CONSENT TO JURISDICTION.
   § 3. Section 18 of the general associations law is amended by adding a
 new subdivision 5 to read as follows:
   5.  (I) AN ASSOCIATION'S CERTIFICATE OF DESIGNATION PRESCRIBED BY THIS
 SECTION, WHENEVER FILED, CONSTITUTES CONSENT TO THE JURISDICTION OF  THE
 COURTS OF THIS STATE FOR ALL ACTIONS AGAINST SUCH ASSOCIATION BROUGHT BY
 OR ON BEHALF OF:
   (A) A RESIDENT OF THE STATE;
   (B)  A  DOMESTIC CORPORATION, UNINCORPORATED ASSOCIATION, PARTNERSHIP,
 INDIVIDUALLY OWNED BUSINESS, LIMITED LIABILITY COMPANY, LIMITED PARTNER-
 SHIP OR LIMITED LIABILITY PARTNERSHIP; OR
   (C) A FOREIGN CORPORATION, LIMITED LIABILITY COMPANY, LIMITED PARTNER-
 SHIP OR LIMITED LIABILITY PARTNERSHIP AUTHORIZED TO DO BUSINESS  IN  THE
 STATE.
   (II) A REVOCATION OF SUCH DESIGNATION SHALL CONSTITUTE A WITHDRAWAL OF
 CONSENT TO JURISDICTION.
   §  4.  Section  802 of the limited liability company law is amended by
 adding a new subdivision (c) to read as follows:
   (C) (I) A FOREIGN LIMITED LIABILITY COMPANY'S APPLICATION FOR AUTHORI-
 TY TO DO BUSINESS IN THIS STATE, WHENEVER FILED, CONSTITUTES CONSENT  TO
 THE  JURISDICTION  OF  THE  COURTS OF THIS STATE FOR ALL ACTIONS AGAINST
 SUCH LIMITED LIABILITY COMPANY BROUGHT BY OR ON BEHALF OF:
   (A) A RESIDENT OF THE STATE;
   (B) A DOMESTIC CORPORATION, UNINCORPORATED  ASSOCIATION,  PARTNERSHIP,
 INDIVIDUALLY OWNED BUSINESS, LIMITED LIABILITY COMPANY, LIMITED PARTNER-
 SHIP OR LIMITED LIABILITY PARTNERSHIP; OR
   (C) A FOREIGN CORPORATION, LIMITED LIABILITY COMPANY, LIMITED PARTNER-
 SHIP  OR  LIMITED LIABILITY PARTNERSHIP AUTHORIZED TO DO BUSINESS IN THE
 STATE.
   (II) A SURRENDER OF SUCH APPLICATION SHALL CONSTITUTE A WITHDRAWAL  OF
 CONSENT TO JURISDICTION.
   §  5. Section 1301 of the not-for-profit corporation law is amended by
 adding a new paragraph (e) to read as follows:
   (E) (I) A FOREIGN CORPORATION'S APPLICATION FOR AUTHORITY  TO  CONDUCT
 ACTIVITIES  IN  THIS  STATE,  WHENEVER FILED, CONSTITUTES CONSENT TO THE
 JURISDICTION OF THE COURTS OF THIS STATE FOR ALL  ACTIONS  AGAINST  SUCH
 CORPORATION BROUGHT BY OR ON BEHALF OF:
   (A) A RESIDENT OF THE STATE;
   (B)  A  DOMESTIC CORPORATION, UNINCORPORATED ASSOCIATION, PARTNERSHIP,
 INDIVIDUALLY OWNED BUSINESS, LIMITED LIABILITY COMPANY, LIMITED PARTNER-
 SHIP OR LIMITED LIABILITY PARTNERSHIP; OR
   (C) A FOREIGN CORPORATION, LIMITED LIABILITY COMPANY, LIMITED PARTNER-
 SHIP OR LIMITED LIABILITY PARTNERSHIP AUTHORIZED TO DO BUSINESS  IN  THE
 STATE  UNLESS  SUCH  CORPORATION  IS EXEMPT FROM ANY LAW REQUIRING IT TO
 DESIGNATE THE SECRETARY OF STATE AS AGENT OF THE CORPORATION  UPON  WHOM
 PROCESS AGAINST IT MAY BE SERVED AND IT HAS MADE NO SUCH DESIGNATION.
   (II)  A SURRENDER OF SUCH APPLICATION SHALL CONSTITUTE A WITHDRAWAL OF
 CONSENT TO JURISDICTION.
   § 6. Section 121-902 of the partnership law is amended by adding a new
 subdivision (e) to read as follows:
   (E) (I) A FOREIGN LIMITED PARTNERSHIP'S APPLICATION FOR  AUTHORITY  TO
 DO  BUSINESS  IN  THIS STATE, WHENEVER FILED, CONSTITUTES CONSENT TO THE
 JURISDICTION OF THE COURTS OF THIS STATE FOR ALL  ACTIONS  AGAINST  SUCH
 FOREIGN LIMITED PARTNERSHIP BROUGHT BY OR ON BEHALF OF:
   (A) A RESIDENT OF THE STATE;
 A. 8303                             3

   (B)  A  DOMESTIC CORPORATION, UNINCORPORATED ASSOCIATION, PARTNERSHIP,
 INDIVIDUALLY OWNED BUSINESS, LIMITED LIABILITY COMPANY, LIMITED PARTNER-
 SHIP OR LIMITED LIABILITY PARTNERSHIP; OR
   (C) A FOREIGN CORPORATION, LIMITED LIABILITY COMPANY, LIMITED PARTNER-
 SHIP  OR  LIMITED LIABILITY PARTNERSHIP AUTHORIZED TO DO BUSINESS IN THE
 STATE.
   (II) A SURRENDER OF SUCH APPLICATION SHALL CONSTITUTE A WITHDRAWAL  OF
 CONSENT TO JURISDICTION.
   §  7.  Section  121-1502 of the partnership law is amended by adding a
 new subdivision (r) to read as follows:
   (R) (I) 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,  WHENEVER  FILED,
 CONSTITUTES  CONSENT TO THE JURISDICTION OF THE COURTS OF THIS STATE FOR
 ALL ACTIONS AGAINST SUCH FOREIGN LIMITED LIABILITY  PARTNERSHIP  BROUGHT
 BY OR ON BEHALF OF:
   (A) A RESIDENT OF THE STATE;
   (B)  A  DOMESTIC CORPORATION, UNINCORPORATED ASSOCIATION, PARTNERSHIP,
 INDIVIDUALLY OWNED BUSINESS, LIMITED LIABILITY COMPANY, LIMITED PARTNER-
 SHIP OR LIMITED LIABILITY PARTNERSHIP; OR
   (C) A FOREIGN CORPORATION, LIMITED LIABILITY COMPANY, LIMITED PARTNER-
 SHIP OR LIMITED LIABILITY PARTNERSHIP AUTHORIZED TO DO BUSINESS  IN  THE
 STATE.
   (II)  A  WITHDRAWAL  OF  SUCH  NOTICE SHALL CONSTITUTE A WITHDRAWAL OF
 CONSENT TO JURISDICTION.
   § 8. This act shall take effect on the first of January next  succeed-
 ing the date on which it shall have become a law.