concurring in part and dissenting in part.
I concur in Parts I and II of the Court’s opinion. In Part III of its opinion, the Court addresses the Commerce Clause question and “decline[s] to resolve” it because “neither the District Court nor the Court of Appeals addressed the question directly.” A further reason assigned by the Court for *415remanding on this issue is that one sentence in a footnote to Velmohos v. Maten Engineering Corp., 83 N. J. 282, 293, n. 10, 416 A. 2d 372, 378, n. 10 (1980), is “ambiguous.”
The Commerce Clause question was not presented to the District Court by petitioner,1 and normally this would fully justify a remand. It was, however, presented and argued to the Court of Appeals for the Third Circuit. Pet. for Cert. 6-7.2 Curiously, that court did not mention the question in its opinion. Petitioner continued, as it had a right to do, to rely on the ground. Its petition for certiorari expressly included the question whether New Jersey’s tolling statute “constitutes the imposition of a burden [on] interstate commerce.” Id., at i. With full knowledge that the Court of Appeals had ignored petitioner’s Commerce Clause argument, we granted certiorari. Our grant did not limit the questions presented. See 451 U. S. 905 (1981). And respondents have not suggested that this question is not properly before us. Indeed, the issue was addressed at length by both parties in their briefs and in oral argument. In my view, the question is properly before us.
As I do not share the Court’s view that ambiguity exists as to New Jersey law, I would decide the question on which we granted this case.
I
Petitioner argues that under New Jersey law the only way a foreign corporation may appoint an agent for service of process, and thereby obtain the benefit of the statute of limitations, is to obtain a certificate of authority to transact busi*416ness in the State. Respondents answer that other means of appointing such an agent — without qualifying to do business — are provided by New Jersey law. This difference between the parties is critical to the resolution of the Commerce Clause question, as significant consequences follow from registration. Neither Velmohos, nor any other New Jersey case brought to our attention, identifies any means— other than qualification — of appointing a duly authorized agent for service of process.
The Court perceives ambiguity in the following footnote in Velmohos:
“We note that whatever hardship on foreign corporations might be caused by continued exposure to suit [due to tolling of the statute of limitations] can be easily eliminated by the designation of an agent for service of process within the State.” 83 N. J., at 293, n. 10., 416 A. 2d, at 378, n. 10.
The question before us was not the issue in Velmohos. The footnote merely says that the statute of limitations tolling problem may be eliminated “by the designation of an agent for service of process.” This is simply a neutral observation that says nothing as to the means of designation of an agent under New Jersey law. If there were a genuine ambiguity in New Jersey statutes a remand would indeed be justified. I find no such ambiguity.
II
Only three New Jersey statutes have been identified as relevant, one by petitioner and two by respondents.
Petitioner cites N. J. Stat. Ann. §§ 14A:4-1 and 14A:13-4 (West 1969). This is a conventional type of statute requiring the qualification of foreign corporations that transact business in the State. It includes the requirement of a registered agent. Section 14A: 13-4(1) requires the foreign corporation to file in the office of the Secretary of State an application setting forth specified information, including the *417name and address of the registered agent and “a statement that the registered agent is an agent of the corporation upon whom process against the corporation may be served.”
Counsel for petitioner obtained — and filed with the Court — an opinion from the New Jersey Secretary of State advising, in effect, that the foregoing statute is the only means of designating a registered agent for service of process.3
The Velmohos opinion itself suggests that this statute is the means by which a corporation must appoint an agent to gain the benefit of New Jersey’s statute of limitations. In Velmohos, the New Jersey Supreme Court reviewed the legislative history of the tolling provision at issue in this case. As originally enacted, it simply tolled limitations periods while a person was not a resident of the State; there was no specific reference to corporations. The provision was amended in 1949 to add the current language, which grants the benefit of the statutes of limitations to foreign corporations that are “represented” in New Jersey. The Velmohos court quoted a portion of the 1949 legislative history: “ ‘Foreign corporations licensed to do business in New Jersey are now deprived by judicial construction of the benefit of the statute of limitations. The purpose of this bill is to correct that situation.’” 83 N. J., at 290, 416 A. 2d, at 377, quoting Statement Accompanying Assembly No. 467 (1949) (emphasis added). See also Coons v. Honda Motor Co., Ltd. of Japan, 176 N. J. Super. 575, 582, 424 A. 2d 446, 450 (1980), cert. pending, No. 80-2003. This reference to a conventional scheme of licensing foreign corporations is further confirma*418tion that § 14A:4-1 et seq. are the means by which corporations are to gain relief from the disputed tolling provision.
Respondents are represented by New Jersey counsel. They do not dispute that statutory authority is necessary. Rather, they insist that the qualification statute is not the only statute authorizing appointment of a New Jersey agent for service. They cite two other statutes: the New Jersey fictitious corporate name statute, N. J. Stat. Ann. §14A:2-2.1 (West Supp. 1981-1982), and the New Jersey business and partnership name registration statute. § 56:1-1 (West 1964). Respondents cite no New Jersey case, and present no opinion from any state official, in support of their view that these statutes provide a means of appointing an agent for service without complying with § 14A:4-1 et seq.
Neither of the statutes cited by respondents appears to have anything to do with the appointment by foreign corporations of agents for the service of process. The fictitious corporate name statute makes no reference either to appointment of agents of any type or to provisions for service of process. According to the accompanying comments of the New Jersey Corporation Law Revision Commission, “[t]he purpose of this [statute] is to create a public record of fictitious names used by corporations and thereby eliminate the possibility of deception.” Commissioners’ Comment — 1972 Amendment, reprinted after N. J. Stat. Ann. §14A:2-2.1 (West Supp. 1981-1982). Moreover, counsel for respondents makes no claim that petitioner uses — or has ever used — a fictitious name in New Jersey.
The New Jersey business and partnership name registration law appears to be equally irrelevant. The New Jersey Corporation Law Revision Commission explains the relationship between these two fictitious name statutes:
“Until adoption of [the corporate fictitious name statute], there was no requirement that a corporation register a fictitious name, although there was a requirement that proprietorships and partnerships transacting busi*419ness under assumed names file business name certificates. N. J. S. A. 56:1-1 et seq. That statute is expressly inapplicable to corporations. . N. J. S. A. 56:1-5.” Ibid.
Counsel for respondent has offered no answer to the statement of the Revision Commission that the proprietorship and partnership registration statute is “inapplicable to corporations.”4
Thus, counsel have brought to our attention only three statutes, and I have found no others. The registration statute, § 14A:4-1 et seq., explicitly provides for the designation of an agent for service. Neither of the statutes relied on by respondents has any provision for the appointment of an agent by a foreign corporation. In these circumstances, we are justified in concluding — as the opinion from the office of the New Jersey Secretary of State advises — that foreign corporations may designate an agent for service of process only by obtaining a certificate of authority to do business.
This squarely presents the serious question whether the consequences of registration in the State, solely to obtain the protection of the statute of limitations, unduly burden interstate commerce.6 See Allenberg Cotton Co. v. Pittman, 419 *420U. S. 20 (1974). This challenge has considerable force. As this was a question on which we granted certiorari and as it has been fully argued by counsel, I think in all fairness we should decide it rather than remand the case for a continuation of this litigation.
I therefore dissent from the decision of the Court to remand.
The District Court, apparently sua sponte, suggested that the tolling provision would violate the Commerce Clause but did not decide the question. See ante, at 413, and n. 8.
Petitioner’s assertion that it argued the Commerce Clause issue before the Court of Appeals is confirmed by its Third Circuit brief. See Brief for Defendant-Appellee and Cross-Appellant G. D. Searle & Co. in Nos. 79-2406 and 79-2605 (CA3), pp. 2, 33-38.
The opinion reads in full as follows:
“In response to your recent letter, please be advised that it is the view of the Department of State that unless a foreign corporation has qualified to do business in New Jersey, they are unable to designate a registered agent for service of process.” Letter from Frank Capece, Executive Assistant to the New Jersey Secretary of State, to James H. Freis, Esq. (Oct. 22, 1981).
In addition to their facial inapplicability, it is apparent that both of these statutes are administered by the New Jersey Secretary of State— the same office that has advised that foreign corporations are unable to designate a registered agent for service of process without qualifying to do business. See n. 3, supra.
Corporations that obtain such certificates apparently must maintain a registered business office, N. J. Stat. Ann. §14A:4-1 (West Supp. 1981-1982); report annually, § 14A:4-5 (West Supp. 1981-1982); and pay taxes, §54:10A-2 (West Supp. 1981-1982). In addition, New Jersey apparently also requires such corporations to waive their defense against defending lawsuits in a forum with which they have no minimum contacts, see International Shoe Co. v. Washington, 326 U.S. 310 (1945), for all future lawsuits in New Jersey. See N. J. Stat. Ann. § 14A:13-4(l)(d) (West 1969); Litton Industrial Systems, Inc. v. Kennedy Van Saun Corp., 117 N. J. Super. 52, 61, 283 A. 2d 551, 556 (1971). Cf. Restatement (Second) *420of Conflict of Laws § 44 and Comment a (1971) (States may exercise jurisdiction over foreign corporations that have authorized an agent to accept service of process to the extent of the agent’s authority to accept service, even though no other basis for jurisdiction exists).