Minnesota Statutes 322C.0801 – Governing Law
Current as of: 2023 | Check for updates
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Subdivision 1.Scope of foreign law.
The law of the state or other jurisdiction under which a foreign limited liability company is formed governs:
Terms Used In Minnesota Statutes 322C.0801
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- state: extends to and includes the District of Columbia and the several territories. See Minnesota Statutes 645.44
(1) the internal affairs of the company; and
(2) the liability of a member as member, a manager as manager, and a governor as governor for the debts, obligations, or other liabilities of the company.
Subd. 2.Restriction on denial of certificate of authority.
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.
Subd. 3.No increase in foreign company’s powers.
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.