On March 3, 2026, Justice Crane of the New York County Commercial Division issued a decision in RGA Gigi LLC v. Wieder & Friedman Enters. Inc., 2026 NY Slip Op. 30780(U), holding that shipping goods to New York was not doing business in New York for LLC Law Section 808 purposes, explaining:
Respondents contend that RGA lacks standing because it is doing business here without registering. NY LLC Law § 808 restricts certain foreign corporations from maintaining suit:
(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.
Respondents contend that RGA Gigi ships to New York customers, that it has hired Amazon to process and ship all such orders, and that Amazon uses New York fulfillment centers to handle those orders, RGA Gigi is doing business in New York. By maintaining physical inventory in New York warehouses and contracting with an agent (Amazon) to package and ship that inventory from within the state, RGA Gigi is not merely engaged in interstate commerce; it is conducting local business.
However, cases are legion that these activities are not sufficient to establish doing business such that registration is required (see Uribe v. Merchants Bank of New York, 266 AD2d 21, 22 [1st Dep’t 1999] [“On the present record, it appears that plaintiff maintains no office or telephone listing, owns no real property and has no employees in this State. Its activities here are limited to solicitation of business and facilitating the sale and delivery of its merchandise incidental to its business in interstate and international commerce. Such activities do not constitute “doing business in this state” within the contemplation of section 1312 of the Business Corporation Law”]; S & T Bank v. Spectrum Cabinet Sales, Inc., 247AD2d 373 [2nd Dep’t 1998] [“Pennsylvania corporation, as assignor, was not “doing business” in New York at time it shipped goods to New York, so as to bar assignee’s action to recover money for goods sold and delivered under statute precluding corporation that is not authorized to do business in New York from maintaining action there; corporation neither maintained office, telephone, or sales representative in New York, nor did it do any advertising in New York”]; John Distilleries Pvt. Ltd. v. Domaine Select Wine & Spirits, LLC, 67 Misc 3d 1237(A), 129 N.Y.S.3d 261 (Sup. Ct. New York County 2020) [“Domaine supplies no authority for its assertion that a foreign company is “doing business” in New York for purposes of BCL § 1312 merely because that company sells products across the United States through a New York distributor.”]; see also EPF Int’l Ltd. v. Lacey Fashions Inc., 170 AD3d 575, 575–76 [1st Dep’t 2019] [ where plaintiff indisputably sold wigs in New York, court held “Defendant’s argument that plaintiff, a foreign corporation not licensed to do business in New York, is precluded from maintaining suit pursuant to Business Corporation Law (BCL) § 1312(a) is also unavailing. defendant relying upon BCL § 1312(a) has the burden of proving that the foreign corporate plaintiff was “doing business” in New York without authority. Defendant has offered no such proof”]).
Respondent’s lone case, Hongtai Trading Inc. v. Mingsheng Yan, , 2013 WL 1788541, at 2 (EDNY Apr. 26, 2013), has never been cited for the proposition respondent’s cite it for, relies on cases from 1980 that pre-date e-commerce, is contrary to Appellate Division, First Department precedent that respondents chose not to mention, and predates Dahmler v Bauman, 134 S. Ct. 746 (2014).
The court has considered respondents’ remaining allegations and finds them unavailing.
(Internal quotations omitted).