New Jersey Statutes Title 42. Partnerships and Partnership Associations 42 § 2C-57

Governing Law.

a. The law of the state or other jurisdiction under which a foreign limited liability company is formed governs:

(1) the internal affairs of the company;  and

(2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company.

b. A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the company is formed and the law of this State.

c. A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this State.


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