U.S. corporations are free to choose the state law governing their internal affairs, a concept that this Article will refer to as free choice. The legal mechanism by which U.S. law ensures free choice is the state of incorporation doctrine. Under that doctrine, the internal affairs of a corporation are governed by the law of the state of incorporation, regardless of where the corporation's headquarters are located. At any time, therefore, corporations can change the state law which applies to them by choosing to reincorporate elsewhere.
Jens C. Dammann,
Freedom of Choice in European Corporate Law,
Yale J. Int'l L.
Available at: http://digitalcommons.law.yale.edu/yjil/vol29/iss2/11