(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.

Terms Used In Idaho Code 30-21-501

  • Governor: means :
Idaho Code 30-21-102
  • Interest: means :
    • Idaho Code 30-21-102
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Jurisdiction of formation: means the jurisdiction whose law includes the organic law of an entity. See Idaho Code 30-21-102
  • Limited liability company: means a domestic limited liability company formed under or subject to chapter 25, title 30, Idaho Code, or a foreign limited liability company. See Idaho Code 30-21-102
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Idaho Code 30-21-102
  • Professional entity: means an entity formed for the sole and specific purpose of rendering professional services, allied professional services, and services ancillary to the professional services and that has as its interest holders only:
    • Idaho Code 30-21-102
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Idaho Code 30-21-102
  • Statutory trust: means a trust formed under the statutory law of a jurisdiction other than this state. See Idaho Code 30-21-102
    • (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.