Ala. Code § 10A-2A-15.01: Governing Law.

(a) The law of the jurisdiction of formation of a foreign corporation governs:

(1) the incorporation and internal affairs of the foreign corporation;

(2) the liability of its stockholders as stockholders for the debts, obligations, or other liabilities of the foreign corporation; and

(3) the authority of the directors and officers of the foreign corporation.

(b) A foreign corporation is not precluded from registering to do business in this state because of any difference between the law of the foreign corporation’s jurisdiction of formation and the law of this state.