1. (1) The law of the jurisdiction of formation of an entity governs:

   1. (a) the internal affairs of the entity;
   2. (b) the liability of a person as an interest holder or governor for a debt, obligation, or other liability of the entity; and
   3. (c) the liability of a series of a limited liability company or other unincorporated entity.
2. (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. (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. (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