On December 21, 2023, Justice Ruchelsman of the Kings County Commercial Division issued a decision in Crespi v. PHD GBW, 2023 NY Slip Op. 34509(U), holding that LLC Law 808 does not bar an unregistered foreign LLC from asserting counterclaims, explaining:
Pursuant to BCL § 1312 and Limited Liability Law § 808 a foreign corporation not authorized to do business in the state of New York may not maintain any actions within the state. There really is no dispute that PHD is not authorized to do business in New York. However, Limited Liability Law §808(b} states that 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. In Reese v. Harper Surface Finishing Systems, 129 AD2d 159, 517 NYS2d 522 [2d Dept., 1987] the court explained that defending any action includes the right to file any counterclaims and even third-party claims. Therefore, Limited Liability Law § 808 does not bar the counterclaims.
(Internal quotations and citations omitted).