29-801. Law governing foreign limited liability
companies


A. Subject to the constitution of this state:


1. The laws of the state or another jurisdiction under which a foreign limited
liability company is organized govern its organization and internal affairs and the
liability of its members, except as provided in subsection B.


2. A foreign limited liability company shall not be denied registration by reason
of any difference between the laws of another jurisdiction under which a foreign limited
liability company is organized and the laws of this state.


B. A foreign limited liability company that has obtained a certificate of
registration pursuant to this chapter and its members and managers have no greater rights
and privileges than a domestic limited liability company and its members and managers
with respect to transactions and relationships with persons who are not members. The
certificate of registration does not authorize the foreign limited liability company to
exercise any powers or engage in any business that a domestic limited liability company
is forbidden to exercise or engage in by the laws of this state.