Governing law.

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489.801 Governing law.

1. Subject to sections 489.14402 and 489.14404, 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; 2019 Acts, ch 26, §45, 53

2019 amendment to subsection 1 is effective July 1, 2020; Acts, ch 26, §532019 Acts, ch 26, §53

Subsection 1 amended


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