Certificate of Good Standing: What It Is and How to Get One

What a Certificate of Good Standing Is

A certificate of good standing is an official document, issued by the state agency that oversees business filings, confirming that your LLC or corporation is validly formed under that state's law and is current on the filings and fees the state requires to keep operating. It is proof, as of the date it was issued, that your business is not administratively dissolved, revoked or delinquent.

What States Call It

The document goes by several names depending on the state. Florida and Delaware call their short version a Certificate of Status; many states, including Georgia, Idaho, Kentucky and Oregon, call it a Certificate of Existence; others, including Arizona, Colorado, Illinois and Ohio, use Certificate of Good Standing; Virginia calls it a Certificate of Fact of Existence, and Pennsylvania calls it a Subsistence Certificate, according to each state's filing office. They all serve the same purpose. If you're not sure what your state calls it, search your Secretary of State's website for "certificate of good standing" or "certificate of existence" and it will point you to the right form.

What It Confirms

At minimum, the certificate confirms your entity's legal name, its formation date, that it was formed under that state's law, and that it is currently in good standing rather than administratively dissolved or revoked. Some states offer a "long form" version that also lists your filing history, such as past name changes or amendments, for an additional fee.

When You'll Need One

Common reasons a business is asked for a current certificate include:

• Opening a business bank account or applying for a business loan or line of credit.
• Registering as a foreign LLC or corporation to do business in another state.
• Renewing certain professional or occupational licenses.
• Selling the business, bringing on an investor, or closing a commercial lease, where the other party wants proof the entity is in good standing.
• Renewing a contract with a government agency or a larger company that requires proof of compliance.

How to Get One

1. Make sure your filings are current. Before requesting a certificate, confirm you've filed every annual report or franchise tax return your state requires and paid any amount owed. The state will not issue a certificate for an entity that owes a filing or a fee.
2. Request it from your state's filing office. Most states let you order a certificate online through the Secretary of State's website, often with instant electronic delivery; some still accept mail or in-person requests.
3. Pay the certificate fee. This is separate from any amount you owed on a late annual report; it's the state's charge for producing the certificate itself.
4. Use it while it's current. The bank, lender or state office asking for the certificate may want one issued recently, so request it close to when you plan to use it rather than keeping one on file indefinitely.

What It Costs

The certificate fee is set by the state and is separate from any annual report fee. It ranges from $0, for Colorado's certificate and Wyoming's electronic certificate with a validation number, to $50 in states such as Delaware's short form, Nevada and New Jersey, according to each state's fee schedule. Wyoming also offers a manually signed paper certificate for a separate fee if an electronic one with a validation number is not accepted by the requesting party.

If You're Not Currently in Good Standing

If a filing office tells you your entity isn't in good standing, the fix is almost always to file the overdue annual report or franchise tax return and pay what's owed, including any late fee. Once the state processes that filing, you can request the certificate. If you're not sure what's outstanding, your state's filing office can usually tell you your entity's current status and what's missing before you file anything.

If staying on top of annual filings is the real problem, LLC Register's $99-a-year registered agent service includes annual report filing, so the report that keeps your entity in good standing gets filed on schedule.

A Certificate Is a Snapshot, Not a Guarantee

The certificate reflects your status as of the date it was issued. If you fall behind on a filing the week after you receive it, the certificate itself doesn't update; it simply becomes outdated. That's why recipients, such as banks and other states, often ask for one issued within a recent window rather than accepting an old copy.

Foreign Qualification Usually Requires One

If you're registering your LLC or corporation to do business in a second state, that state's filing office will typically require a certificate of good standing from your home state, dated recently, as part of the foreign qualification application. Order the certificate from your home state before you start the foreign filing, since the second state's application will often sit incomplete without it.

Keep a Recent One on Hand for Routine Needs

Rather than scrambling when a bank or lender asks, it can help to request a current certificate whenever you file your annual report, since that's also when you know your filings are up to date. Keep the PDF with your other formation documents.

A Certificate Doesn't Replace Other Compliance Steps

Being in good standing with your state's business-filing office doesn't mean you've met every other obligation, such as local business licenses, state tax registrations, or industry-specific permits. A certificate of good standing speaks only to your status with the filing office that issued it. For questions about how a lapse in good standing might affect contracts, licenses or taxes specific to your business, talk to a business attorney or tax professional.

Check the Name on the Certificate Matches Your Other Documents

The certificate lists your entity's legal name exactly as it's registered with the state. If you operate under a different name, such as a DBA, that name won't appear on the certificate itself, and a bank or lender may ask for your DBA registration separately to connect the two. Confirm the legal name on your certificate matches what's on your EIN confirmation letter and other formation documents before you submit it anywhere.