N.Y. Limited Liability Company Law § 801: Governing law

§ 801. Governing law. Subject to the constitution of this state:

(a) the laws of the jurisdiction under which a foreign limited

liability company is formed govern its organization and internal affairs

and the liability of its members and managers; and

(b) a foreign limited liability company may not be denied a

certificate of authority by reason of any difference between such laws

and the laws of this state.