Fla. Stat. 605.0901
Governing law
(1)
The law of the state or other jurisdiction under which a foreign limited liability company exists governs:The organization and internal affairs of the foreign limited liability company; andThe liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the foreign limited liability company.(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.
Source:
Section 605.0901 — Governing law, https://www.flsenate.gov/Laws/Statutes/2024/0605.0901 (accessed Aug. 7, 2025).