Section 10A-5A-1.05 Governing Law.

(a) The law of this state governs: (1) the organization and internal affairs of a limited liability company, or series thereof; (2) the liability of a member as a member for the debts, obligations, or other liabilities of a limited liability company, or series thereof; (3) the authority of the members and agents of a limited liability company, or series thereof; and (4) the availability and liability of the assets of a series or the limited liability company for the obligations of another series or the limited liability company. (b) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1) the organization and internal affairs of a foreign limited liability company, or series thereof; (2) the liability of a member as a member for the debts, obligations, or other liabilities of a foreign limited liability company, or series thereof; (3) the authority of the members and agents of a foreign limited liability company, or series thereof; and (4) the availability and liability of the assets of a series or the foreign limited liability company for the obligations of another series or the foreign limited liability company.