Minnesota Statutes § 322C.0801 - GOVERNING LAW

§ Subdivision 1.Scope of foreign law. 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, a manager as manager, and a governor as governor for the debts, obligations, or other liabilities of the company. § Subd. 2.Restriction on denial of certificate of authority. 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. § Subd. 3.No increase in foreign company's powers. 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.