PART VIII. FOREIGN LIMITED LIABILITY COMPANIES
§1342. Admission of foreign limited liability company
No foreign limited liability company shall have the right to transact business in this state until it shall have procured a certificate of authority to do so from the secretary of state. A foreign limited liability company shall not be denied a certificate of authority because the laws of the state or other jurisdiction under which such limited liability company is organized differ from the laws of this state. However, no foreign limited liability company shall be entitled to procure a certificate of authority to transact in this state any business that a limited liability company organized under this Chapter is not permitted to transact. The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization, its internal affairs, and the liability of its managers and members that arise solely out of their positions as managers and members.