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Utah Code § 16-1a-502

Governing law

Enacted by Chapter 93, 2026 General Session; Effective 10/1/2026

(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.

Official source: Utah State Legislature. Reproduced from public-domain Utah statutes; confirm against the official source for the current text. Not legal advice.