Cal. Corp. Code § 17708.01 : CALIFORNIA CORPORATIONS CODE — CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT — FOREIGN LIMITED LIABILITY COMPANIES — Governing law TEXT PDF (a) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs all of the following: (1) The organization of the limited liability company, its internal affairs, and the authority of its members and managers. (2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the limited liability company. (b) A foreign limited liability company shall not be denied a certificate of registration by reason of any difference between the law of the jurisdiction under which the limited liability company is formed and the law of this state. (c) A certificate of registration does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company shall not engage in or exercise in this state. Ca. Corp. Code § 17708.01 Added by Stats 2012 ch 419 (SB 323),s 20, eff. 1/1/2013.