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Current Developments in the Commercial Divisions of the
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Posted: May 29, 2015

Foreign Corporation’s New York Residence is Determined by Application to do Business

On May 20, 2015, the Second Department issued a decision in American Builders & Contractors Supply Co., Inc. v. Capitaland Home Improvement Showroom, LLC, 2015 NY Slip Op. 04262, dismissing an action for improper venue.

In American Builders & Contractors Supply Co., the defendant moved to dismiss for improper venue. The trial court denied the motion, but the Second Department reversed and granted it, explaining:

The plaintiff, a foreign corporation authorized to conduct business in New York, commenced this action in the Supreme Court, Nassau County, on the basis that it resided in that county. The defendants promptly demanded that venue be changed to Saratoga County, the residence of the defendant Capitaland Home Improvement Showroom, LLC, on the ground that the plaintiff was not a resident of Nassau County because it had designated New York County as the location of its principal office in the application for authorization to conduct business in New York that it had filed with the Secretary of State. . . .

Notwithstanding the plaintiff’s assertions to the contrary, it is a resident of New York County for venue purposes. Indeed, the law is clear that for purposes of venue, the sole residence of a foreign corporation is the county in which its principal office is located, as designated in its application for authority to conduct business filed with the State of New York, regardless of where it transacts business or maintains its actual principal office.

(Internal quotations and citations omitted) (emphasis added).

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