Effect of Certificate of Authority
(1) A certificate of authority authorizes the foreign limited liability company to which it is issued to transact business in this state subject, however, to the right of the Department of State to suspend or revoke the certificate as provided in this chapter.
(2) A foreign limited liability company with a valid certificate of authority has the same but no greater rights and privileges than a domestic limited liability company. Unless otherwise provided by this chapter, a foreign limited liability company is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic limited liability company of like character.
(3) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign limited liability company authorized to transact business in this state. The laws of the state or other jurisdiction under which a foreign limited liability company is organized govern the foreign limited liability company’s organization, internal affairs, and the liability of its managers, members, and their transferees.
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