Section 10A-1-1.11
Law governing filing entities.
(a) The law of this state governs the formation and internal affairs of an entity if the entity's formation occurs when a certificate of formation filed in accordance with Article 4 takes effect.
(b) If the formation of an entity occurs when a certificate of formation or similar instrument filed with a foreign governmental authority takes effect, the laws of the state or other jurisdiction in which that foreign governmental authority is located governs the formation and internal affairs of the entity, and the liability of its members.
(Act 2009-513, p. 967, §5.)