Utah Code § 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.