605.0901

Governing law.

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605.0901 Governing law.—

(1) The law of the state or other jurisdiction under which a foreign limited liability company exists governs:

(a) The organization and internal affairs of the foreign limited liability company; and

(b) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the foreign limited liability company.

(2) A foreign limited liability company may not be denied a certificate of authority by reason of a difference between its jurisdiction of formation and the laws 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.

History.—s. 2, ch. 2013-180.

Notes of Decisions

Cited in 1 case (1 in the last 5 years), 2023–2023 · leading case: Pandora Marketing, LLC v. Wyndham Vacation Ownership, Inc.

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Pandora Marketing, LLC v. Wyndham Vacation Ownership, Inc. (2023) flmd · cites it 2× “Under Wyoming law, a person may become a member of an LLC in three relevant ways: (1) in accordance with the LLC’s operating agreement; (2) as a result of a company merger, conversion, or similar transaction; or 3) with the consent of all the members.”

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