1. 1. The law of the state or other jurisdiction under which a foreign limited liability company is formed governs all of the following:

   1. a. The internal affairs of the company.
   2. b. The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company.
2. 2. A foreign limited liability company shall 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.
3. 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 shall not engage in or exercise in this state.

For future amendment to subsection 1, effective July 1, 2020, see 2019 Acts, ch 26, §45, 53

2008 Acts, ch 1162, §57, 155