On December 19, 2025, New York Governor Kathy Hochul vetoed New York State Assembly Bill A8303 that would have required every “foreign corporation, limited liability company, limited partnership or limited liability partnership authorized to do business in the state” to “consent to the jurisdiction of the courts of this state for all actions." Related bills similarly seeking to modify New York Civil Practice Law and Rules, the Business Corporation Law, the General Associations Law, the Limited Liability Company Law, the Not-for-Profit Corporation Law and the Partnership Law have failed since the 2019-2020 legislative session. Governor Hochul previously vetoed these efforts in 2021 and 2023.
At the heart of this general jurisdiction by “consent” issue is Aybar v. Aybar, 37 N.Y.3d 274 (2021). The Court of Appeals expressly overruled Bagdon v. Philadelphia & Reading Coal & Iron Co., 217 N.Y. 432 (1916) to hold that a foreign business’ decision to register to do business in New York created no inferred consent to submit to New York’s courts for all matters related or unrelated to the state. The Court of Appeals further stated, “as our conclusion rests solely on New York law grounds” it would “express no opinion on the federal due process issue presented by the parties.” Id. at 291.
Aybar proved prescient in grounding itself firmly in state law. Soon afterwards, in Mallory v. Norfolk S. Ry. Co., 600 U.S 122 (2023), the Supreme Court of the United States followed its controlling if dormant “consent” doctrine of Pennsylvania Fire Ins. Co. of Philadelphia v. Gold Issue Mining & Milling Co., 243 U.S. 93, (1916). This upheld, in a 4-1-4 opinion, that the Due Process Clause permitted Pennsylvania to predicate foreign business registration on consent to general jurisdiction. Mallory held that the “consent” doctrine was a parallel alternative to the Due Process rule that general jurisdiction may be found only where a corporation is “at home” such as its place of incorporation or principal place of business.
The Mallory opinion held contrary to the opinion of the Pennsylvania Supreme Court as well as those of other state courts such as New York and California. However, the critical fifth vote (Alito, J.) argued, “[b]ecause the right of an out-of-state corporation to do business in another State is based on the dormant Commerce Clause, it stands to reason that this doctrine may also limit a State's authority to condition that right.” The Pennsylvania Supreme Court did not address this alternative argument and certiorari was not granted as to that question. It remains a contested issue on remand and an available argument should legislation such as A8303 ever pass.
For now, however, in the only reported New York case following Mallory (Amelia Mar. Group Ltd. v. Integr8 Fuels Am. LLC, 2024 N.Y. Misc. LEXIS 5841, 2024 NY Slip Op 33075 [New York Co. Sept. 3, 2024]), the court quoted McKinney’s (2023) for a succinct statement of current law: “In light of Aybar, the only way New York can take advantage of Mallory is if the Legislature adopts, and the Governor signs, a bill that explicitly says something along the following lines: a corporation’s obtaining of authorization to do business in New York ‘constitutes consent to the jurisdiction of the courts of this state for all actions against such corporation”. To date, Governor Hochul has prudently prevented such language from becoming the law of New York to the detriment of not-for-profit and business entities, and from further overburdening our court system with matters unrelated to New York interests.
