Section 10A-5A-1.05
Governing law.
(a) The law of this state governs:
(1) the organization and internal affairs of a limited liability company, or series thereof;
(2) the liability of a member as a member for the debts, obligations, or other liabilities of a limited liability company, or series thereof;
(3) the authority of the members and agents of a limited liability company, or series thereof; and
(4) the availability and liability of the assets of a series or the limited liability company for the obligations of another series or the limited liability company.
(b) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs:
(1) the organization and internal affairs of a foreign limited liability company, or series thereof;
(2) the liability of a member as a member for the debts, obligations, or other liabilities of a foreign limited liability company, or series thereof;
(3) the authority of the members and agents of a foreign limited liability company, or series thereof; and
(4) the availability and liability of the assets of a series or the foreign limited liability company for the obligations of another series or the foreign limited liability company.
(Act 2014-144, p. 265, §1; Act 2015-165, §1.)