30-6-801 GOVERNING LAW. - Idaho Statutes

TITLE 30

CORPORATIONS

CHAPTER 6

IDAHO UNIFORM LIMITED LIABILITY COMPANY ACT

PART 8.

FOREIGN LIMITED LIABILITY COMPANIES

30-6-801. Governing law. (1) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs:

(a) The internal affairs of the company; and

(b) The liability of a member as member and a manager as manager for the debts, obligations or other liabilities of the company; provided however, that a foreign professional company rendering services in this state shall be subject to the laws of this state and the code of ethics or professional responsibility which are applicable to the professions in which such professional company is rendering services in this state.

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

(3) 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.