30-21-501. GOVERNING LAW. (a) The law of the jurisdiction of formation of an entity governs:
(1) The internal affairs of the entity;
(2) The liability that a person has as an interest holder or governor for a debt, obligation, or other liability of the entity;
(3) The liability of a series of a limited liability company, a statutory trust, or any other unincorporated entity.
(b) A foreign entity is not precluded from registering to do business in this state because of any difference between the law of the entity’s jurisdiction of formation and the law of this state.
(c) Registration of a foreign entity to do business in this state does not authorize the foreign entity to engage in any activities or affairs or exercise any power that the domestic entity of the type to which it most closely corresponds may not engage in or exercise in this state.
(d) A foreign professional entity rendering services in this state shall be subject to the laws of this state and the code of ethics or professional responsibility that are applicable to the profession in which such professional entity is rendering services in this state.
History:
[30-21-501, added 2015, ch. 243, sec. 11, p. 776.]