§ 13.1-1051. (Effective until April 1, 2009) Law governing
Subject to the Constitution of this Commonwealth, (i) the laws of the state or other jurisdiction under which a foreign limited liability company is formed govern its formation and internal affairs and the liability of its members and managers and (ii) a foreign limited liability company may not be denied registration by reason of any difference between those laws and the laws of this Commonwealth. However, a foreign limited liability company holding a valid registration in this Commonwealth shall have no greater rights and privileges than a domestic limited liability company. The registration shall not be deemed to authorize the foreign limited liability company to exercise any of its powers or purposes that a domestic limited liability company is forbidden by law to exercise in this Commonwealth.
(1991, c. 168.)
§ 13.1-1051. (Effective April 1, 2009) Authority to transact business required; governing law.
A. A foreign limited liability company may not transact business in the Commonwealth until it obtains a certificate of registration from the Commission.
B. Subject to the Constitution of the Commonwealth:
1. The laws of the state or other jurisdiction under which a foreign limited liability company is formed govern its formation and internal affairs and the liability of its members and managers; and
2. A foreign limited liability company may not be denied a certificate of registration by reason of any difference between those laws and the laws of the Commonwealth.
However, a foreign limited liability company holding a valid certificate of registration to transact business in the Commonwealth shall have no greater rights and privileges than a domestic limited liability company. The certificate of registration shall not be deemed to authorize the foreign limited liability company to exercise any of its powers or purposes that a domestic limited liability company is forbidden by law to exercise in the Commonwealth.
(1991, c. 168; 2008, c. 108.)
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