(a) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs all of the following:
(1) The organization of the limited liability company, its internal affairs, and the authority of its members and managers.
(2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the limited liability company.
(b) A foreign limited liability company shall not be denied a certificate of registration by reason of any difference between the law of the jurisdiction under which the limited liability company is formed and the law of this state.
(c) A certificate of registration 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.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
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