Legal Memorandum: Authorization to do Business in NJ

Issue: May the impediment of not being a registered corporation authorized to do business within the state be removed while an action is pending?

Area of Law: Business Organizations & Contracts
Keywords: Corporations; Not authorized to do business
Jurisdiction: New Jersey
Cited Cases: 90 N.J. Super. 404
Cited Statutes: N.J.S.A. § 13A:13-11(2)
Date: 10/01/2007

An entity not authorized to do business in the state of New Jersey may not maintain an action in the state.  N.J.S.A. § 13A:13-11(2).  Once the Secretary of State issues a Certificate of Existence with status in Good Standing for an entity, that issue is moot.  See Menley & James Labs., Ltd. v. Vornado, Inc., 90 N.J. Super. 404, 414 (Ch. 1966) (although, at time suit was commenced, foreign corporation had not obtained certificate of authority to do business, statutory impediment was removed when authorization was obtained while case was being tried); Peter Doelger Brewing Corp. v. Spindel, 14 N.J. Misc. 523, 523-24 (Dist. Ct. 1936) (authorization obtained while action was pending allowed foreign corporation to continue its action).


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