16-1a-502. Governing law.
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/ut/title-16/chapter-1a/16-1a-502A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
Effective 10/1/2026
16-1a-502. Governing law.
(1)The law of the jurisdiction of formation of an entity governs:
(a)the internal affairs of the entity;
(b)the liability of a person as an interest holder or governor for a debt, obligation, or other liability of the entity; and
(c)the liability of a series of a limited liability company or other unincorporated entity.
(2)A difference between the law of an entity's jurisdiction of formation and the law of this state does not preclude a foreign entity from registering to do business in this state.
(3)A foreign entity registering to do business in this state does not authorize the foreign entity to engage in an activity or affair or exercise a power in which a domestic entity of the same type may not engage in this state.
(4)Subsections
(1)and
(2)apply regardless of whether a foreign entity fails to register to do business in this state in accordance with Section 16-1a-503 .
Enacted by Chapter 93 , 2026 General Session