Legal Definitions - lex incorporationis

Definition: Lex incorporationis is a Latin term that refers to the law of the state where a corporation is incorporated. This law governs the relationships between the corporation and its shareholders, directors, officers, or agents.

The internal-affairs doctrine is a conflict of laws rule that applies in disputes involving a corporation and its relationships with its stakeholders. According to this doctrine, the law to be applied is the law of the state of incorporation.

For example, if a corporation is incorporated in Delaware, the internal affairs of the corporation will be governed by Delaware law, even if the corporation operates in other states. This means that any disputes between the corporation and its shareholders, directors, officers, or agents will be resolved according to Delaware law.

The internal-affairs doctrine applies in the majority of states, but some states, such as California and New York, have additional requirements for foreign corporations.

Overall, the lex incorporationis and the internal-affairs doctrine ensure that corporations are subject to a consistent set of laws and regulations, regardless of where they operate.