N.Y. Bus. Corp. Law § 1312

§ 1312. Actions or special proceedings by unauthorized foreign\n corporations.\n (a) A foreign corporation doing business in this state without\nauthority shall not maintain any action or special proceeding in this\nstate unless and until such corporation has been authorized to do\nbusiness in this state and it has paid to the state all fees and taxes\nimposed under the tax law or any related statute, as defined in section\neighteen hundred of such law, as well as penalties and interest charges\nrelated thereto, accrued against the corporation. This prohibition shall\napply to any successor in interest of such foreign corporation.\n (b) The failure of a foreign corporation to obtain authority to do\nbusiness in this state shall not impair the validity of any contract or\nact of the foreign corporation or the right of any other party to the\ncontract to maintain any action or special proceeding thereon, and shall\nnot prevent the foreign corporation from defending any action or special\nproceeding in this state.\n