Q: Is my service contract I entered into enforceable or is it null and void
Accounting firm is based and registered in PA, they did not register to do business in NY. My company is based and registered in NY and all business is conducted in NY.
A: Greetings. It appears you would like to know if a contract between a NY company and an out of state company that is unregistered to do business in NY is enforceable. Generally speaking, a contract between two interstate parties is enforceable, notwithstanding registration. A state's licensing or registration requirements for out of state parties are often only to ensure jurisdiction or for some other regulatory reason that does not impact enforceability. If on the other hand a state's licensing or registration requirements are for the specific purpose of protecting in-state parties for a particular reason that goes to enforceability, then of course the contract with an unlicensed or unregistered party would not be enforceable. An attorney would look into the regulatory reasons behind a requirement before providing guidance to a potential client.
A:
You must keep separate two concepts: the law of the state that will interpret a contract and where and whether entities are "citizens" (or, states in which they are doing business) of a particular state.
I don't have the benefit of your contract, but taking your language solely at face value, and answering only the question I think you are asking: "whether the failure of the CPA firm providing services to your office/firm renders the contract void or unenforceable." The simple and unequivocal answer based on these facts is no. The contract is enforceable.
The issue of doing business in New York solely acts as a bar (a pause, not a dissolution of a contract) to that entity's authority (standing) to bring an action on the contract. In such an action [where it is found that the extra-territorial entity is actually doing business in New York] a defendant, a New York citizen (or entity doing business in NY) may erect a defense to such a suit based on the fact that the foreign entity is actually doing business in New York, and has [as it were intentionally] attempted to avoid paying taxes here in New York by not registering with the Secretary of State, and accordingly, may not proceed (once a Court has found that the entity does business in New York in general) until it has paid its franchise tax.
Peter J. Weinman agrees with this answer
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