CA Corp Code Section 17708.01

(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.