(1) The law of the state or other jurisdiction under which a foreign corporation exists governs:
(a) The organization and internal affairs of the foreign corporation; and
(b) The interest holder liability of its shareholders.
(2) A foreign corporation may not be denied a certificate of authority by reason of a difference between the laws of its jurisdiction of formation and the laws of this state.
(3) A certificate of authority does not authorize a foreign corporation to engage in any business or exercise any power that a corporation may not engage in or exercise in this state.