2000 Minnesota Statutes

     322B.90 Governing law. 

    Subdivision 1.    State of organization.  Subject to the 
 constitution of this state, the laws of the jurisdiction under 
 which a foreign limited liability company is organized govern 
 its organization and internal affairs and the liability of its 
 members.  A foreign limited liability company may not be denied 
 a certificate of authority to transact business in this state by 
 reason of any difference between those laws and the laws of this 
 state.  

    Subd. 2.    Limitations.  A foreign limited liability 
 company holding a valid certificate of authority in this state 
 has no greater rights and privileges than a domestic limited 
 liability company.  The certificate of authority does not 
 authorize the foreign limited liability company to exercise any 
 of its powers or purposes that a domestic limited liability 
 company is forbidden by law to exercise in this state.  

    HIST: 1992 c 517 art 2 s 130