1. A foreign corporation transacting business in this state without a certificate of authority shall not maintain a proceeding in any court in this state until itobtains acertificate of authority. 2. The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business shall not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or itssuccessor obtains a certificate of authority. 3. A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until the court determines whether the foreign corporation or its successor requires a certificate of authority. If itso determines, the court may further stay the proceeding until the foreign corporation or itssuccessor obtains the certificate. 4. A foreign corporation isliable for a civil penalty of an amount not to exceed a total of one thousand dollars if ittransacts business in this state without a certificate of authority. The attorney general may collect all penalties due under this subsection. 5. Notwithstanding subsections 1 and 2, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent itfrom defending any proceeding in this state.
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