States Respond to Mallory v. Norfolk Southern Railway: A Shifting Landscape for Corporate Personal Jurisdiction

By Eric Geringswald | CSC

In June 2023, the United States Supreme Court rendered an opinion that significantly impacts companies’ decisions on whether to qualify to do business in foreign states.

The Court’s decision in Mallory v. Norfolk Southern Railway has triggered renewed scrutiny of how corporate registration statutes affect personal jurisdiction. While the Court’s ruling addressed a narrow statutory question, its impact has been far broader, prompting courts and lawmakers across the country to reassess whether registering to do business in a state amounts to consent to be sued there on any claim.

In Mallory, the Supreme Court upheld a Pennsylvania statute requiring out-of-state corporations to consent to general personal jurisdiction as a condition of doing business in the Commonwealth. The Court concluded that this consent-by-registration framework doesn’t violate the Due Process Clause, even where the underlying lawsuit has no connection to the forum state. The decision revived an older jurisdictional theory that had largely been overshadowed by modern “at home” standards rooted in International Shoe.

How States Are Interpreting Mallory v. Norfolk Southern Railway

Since the decision, courts around the country have made clear that Mallory doesn’t apply uniformly nationwide. Its reach depends on the language of individual state statutes.

States such as Missouri, Minnesota, and Georgia have laws that arguably tie corporate registration to consent to jurisdiction, and some courts have relied on Mallory to uphold jurisdiction under those statutes. At the same time, courts have been careful not to overextend the ruling, declining to find consent where the registration statute doesn’t clearly put companies on notice that jurisdictional consequences follow.

Other states have reacted by distinguishing Mallory rather than embracing it. Courts in Texas, Iowa, New Jersey, Mississippi, and North Carolina have emphasized that, absent explicit statutory language, registering to do business doesn’t amount to consent to general jurisdiction. These courts have reinforced that Mallory was statute-specific, not a wholesale rejection of contemporary personal jurisdiction doctrine.

Even so, Mallory is influencing judicial reasoning beyond states with explicit consent statutes. In late 2025, a North Carolina state court relied on statutory language equating foreign and domestic corporations’ obligations to find jurisdiction over a registered foreign company, signaling a willingness to use Mallory as persuasive authority even where the statutory footing is less clear.

Legislative Responses and Business Implications

Legislatures are responding as well. New York lawmakers have repeatedly proposed consent-by-registration legislation, only to see it vetoed over concerns that such laws would deter economic activity and burden state courts. Those vetoes underscore growing policy tensions between expanding jurisdictional reach and maintaining an attractive business climate.

Taken together, these developments show that Mallory hasn’t settled the law. Corporations must now navigate a patchwork of state-specific rules and interpretations when deciding whether and where to register to do business.

A Valued Qualification Resource for All U.S. Jurisdictions

Qualifying to Do Business in Another State: The CSC 50-State Guide to Qualification is a comprehensive toolbox to help business and legal professionals better understand foreign qualification and avoid the consequences of failing to qualify. Using case illustrations, the book provides insight and analysis of the types of activities that do and don’t trigger the qualification requirement.

The book explores the Model Business Corporation Act (MBCA), which serves as a template for most states’ laws governing foreign corporations’ business activities within their borders. It examines the activities listed in the MBCA that aren’t subject to regulation, and the activities that require a foreign corporation to register to do business. There’s also a discussion of how internet and e-commerce activity could trigger qualification requirements, and a look at the consequences of doing business without qualifying.

Step-by-step instructions are provided for qualifying to do business in foreign states, as well as registration procedures for charitable organizations.

The book also includes annotated qualification laws for all jurisdictions, giving legal practitioners easy access to the current statutes and relevant case notes that relate to doing business in a foreign state.

Two charts summarize the activities that don’t constitute doing business and the consequences of failing to qualify. Both charts are up to date and include comments and statutory citations.

The guide also includes online access to qualification forms for all 50 states and the District of Columbia via the LexisNexis® Store download center. The forms appendix provides a complete listing of forms and contact information for each jurisdiction's Secretary of State or equivalent agency.

The 2026 Edition explores new developments since the 2023 Mallory decision and incorporates new case illustrations to help readers determine whether to qualify to do business in other states. Statutes, charts, fee schedules, and forms have been updated to reflect changes in jurisdictions throughout the U.S.

Qualifying to Do Business in Another State is available as a softbound book or as an eBook, compatible with dedicated eReader devices, computers, tablets, and smartphones that use eReader software or applications. It’s also available on the LexisNexis® Digital Library.

To learn more about the 2026 Edition of Qualifying to Do Business in Another State, call 1.800.533.1637 or visit us online at www.lexisnexis.com/csc.