Section 21-155 - Governing law(RULLCA 801)
(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 transact business in this state until it qualifies with the Secretary of State as provided in sections 21-156 and 21-158. 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.