§ 801. Governing law. Subject to the constitution of this state: (a)  the  laws  of  the  jurisdiction  under  which  a foreign limited  liability company is formed govern its organization and internal affairs  and the liability of its members and managers; and (b)  a  foreign  limited  liability  company  may  not  be  denied a  certificate  of  authority by reason of any difference between such laws  and the laws of this state.