Iowa Code § 489.902: Registration to do business in this state.

1. A foreign limited liability company shall not do business in this state until it registers with the secretary of state under this chapter.

2. A foreign limited liability company doing business in this state shall not maintain a proceeding in any court of this state until it is registered to do business in this state.

3. The failure of a foreign limited liability company to register to do business in this state does not impair the validity of a contract or act of the foreign company or preclude it from defending a proceeding in this state.

4. A limitation on the liability of a member or manager of a foreign limited liability company is not waived solely because the foreign company does business in this state without registering.

5. Section 489.901, subsection 1, applies even if a foreign limited liability company fails to register under this subchapter.