57.   Governing Law.

   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 be denied a certificate of authority by reason of any difference between the laws 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.
 
   L.2012, c.50, s.57.