At first glance, California Corporations Code Section 17708.01(a) appears to be a rather straightforward enunciation of the "internal affairs doctrine" as applied to foreign limited liability companies:
(a) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs all of the following:
(1) The organization of the limited liability company, itsinternal affairs, and the authority of its members and managers.
(2) The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the limited liability company.
The statute becomes nonsensical due its misuse of statutorily defined terms. The term "limited liability company" is defined in Section 17701.02(k) as a domestic entity formed under California' Revised Uniform Limited Liability Company Act and the terms "member" and "manager" are defined in Section 17701.02(n) & (p) in reference to a "limited liability company", as defined. Thus, a "foreign limited liability company" can have neither "members" nor "managers", at least as those terms are defined in RULLCA. Moreover, the legislature clearly did not intend to say that the law of the state of formation of a foreign limited liability company governs the organization of a "limited liability company", as defined by the RULLCA (i.e., a domestic entity).
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