1. The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: a. The internal affairs of the company; and b. The liability of a member as member, a manager as manager, and a governor as governor for the debts, obligations, or other liabilities of the company.

2. 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.

3. A foreign limited liability company holding a valid certificate of authority in this state has no greater rights and privileges than a domestic limited liability company. 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.