N.Y. Limited Liability Company Law Section 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.

Source: Section 801 — Governing law, https://www.­nysenate.­gov/legislation/laws/LLC/801 (updated Sep. 22, 2014; accessed Sep. 19, 2026).

Green check means up to date. Up to date

Verified:
Sep. 19, 2026

Last modified:
Sep. 22, 2014

§ 801. Governing law's source at nysenate​.gov

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