California Corporations Code
Sec.
§
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.