§ 10-33-125 — Foreign corporation - Governing law

1. Subject to the constitution of this state, the laws of the jurisdiction under which a
foreign corporation is incorporated govern its incorporation and internal affairs. Nothing
in this chapter authorizes this state to regulate the incorporation or internal affairs of a
foreign corporation.
2. A foreign corporation may not be denied a certificate of authority to conduct activities
in this state by reason of any difference between those laws and the laws of this state.
3. A foreign corporation holding a valid certificate of authority in this state has no greater
rights and privileges than a corporation. The certificate of authority does not authorize
the foreign corporation to exercise any of its powers or purposes that a corporation is
forbidden by law to exercise in this state.