Governing law

Governing law. — (1) The law of the state or other jurisdiction under which a foreign limited liability company exists governs: (a) The organization and internal affairs of the foreign limited liability company; and (b) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the foreign limited liability company. (2) A foreign limited liability company may not be denied a certificate of authority by reason of a difference between its jurisdiction of formation and the laws of this state. (3) 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.