Iowa Code § 490.1502: Registration to do business in this state.

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

2. A foreign corporation 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 corporation to register to do business in this state does not impair the validity of a contract or act of the foreign corporation or preclude it from defending a proceeding in this state.

4. A limitation on the liability of a shareholder or director of a foreign corporation is not waived solely because the foreign corporation does business in this state without registering.

5. Section 490.1501, subsection 1, applies even if a foreign corporation fails to register under this chapter.