(a) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1) The internal affairs of the company; and (2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company. (b) A foreign limited liability company may 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. (c) 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 may not engage in or exercise in this state.
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