489.801  Governing law.
  1.  The law of the state or other jurisdiction under which a foreign limited liability company is formed governs all of the following:
  a.  The internal affairs of the company.
  b.  The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company.
  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.  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.
2008 Acts, ch 1162, §57, 155