Law governing foreign limited liability companies

(a) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1) The internal affairs of the company; and (2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company. (b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the law of the jurisdiction under which the company is formed and the law of this state. (c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this state. Source: SL 1998, ch 272 , § 1001; SL 2013, ch 233 , § 30.