Title 14, Chapter 2, Section 1502
(a) A foreign corporation transacting business in this state without
a certificate of authority may not maintain a proceeding in any
court in this state until it obtains a certificate of authority.
(b) Each foreign corporation that has not obtained a certificate of authority within 30 calendar days after the first day on which it transacts business in this state shall be liable for the civil penalty set out in Code Section 14-2-122 for each year or part thereof during which it so transacts business. Such civil penalty shall be in addition to other consequences set out in this Code section and shall be collected without discretion by the Secretary of State.
(c) 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 may not maintain a
proceeding based on that cause of action in any court in this state
unless before the commencement of the proceeding the foreign
corporation or its successor obtains a certificate of authority.
(d) Notwithstanding subsections (a), (b), and (c) of this Code
section, the failure of a foreign corporation to obtain a
certificate of authority does not impair the validity of its
corporate acts or prevent it from defending any proceeding in this