Indiana Code Title 23. Business and Other Associations § 23-0.5-5-1

Sec. 1 . (a) The law of the jurisdiction of formation of an entity governs:

(1) the internal affairs of the entity;

(2) the liability that a person has as an interest holder or governing person for a debt, obligation, or other liability of the entity;  and

(3) the liability of a series of a limited liability company.

(b) A foreign entity is not precluded from registering to do business in Indiana because of any difference between the law of the entity's jurisdiction of formation and the law of Indiana.

(c) Registration of a foreign entity to do business in Indiana does not authorize the foreign entity to engage in any activities and affairs or exercise any power that a domestic entity of the same type may not engage in or exercise in Indiana.

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