Governing law

Governing law. — (1) The law of the state or other jurisdiction under which a foreign corporation exists governs: (a) The organization and internal affairs of the foreign corporation; and (b) The interest holder liability of its shareholders. (2) A foreign corporation may not be denied a certificate of authority by reason of a difference between the laws of its jurisdiction of formation and the laws of this state. (3) A certificate of authority does not authorize a foreign corporation to engage in any business or exercise any power that a corporation may not engage in or exercise in this state.