Certificate of Good Standing: What It Is, Who Asks for It, and How to Get One

What it proves

A certificate of good standing is a short document from the state saying that, on the date it was issued, the company exists and has filed what the state’s business registry requires. It usually shows the company’s name, file number and formation date, and a line saying it’s in good standing or duly formed and existing.

It proves the registry side of things. It doesn’t prove the company pays its taxes, has no judgments against it, or can pay its bills. A few states bring tax status into the picture. Texas is the obvious one, where the Comptroller’s free franchise tax account status shows whether the company still has the right to do business in Texas. Most states don’t.

Who asks for it

• Banks, when you open an account or apply for a loan.
• Other states, when you register there as a foreign LLC. Many want a recent certificate from your home state.
• Landlords, for commercial leases.
• Buyers and investors, as a condition of closing.
• Licensing boards, for contractor, liquor and professional licenses.
• Government agencies, for contracts and some grants.

Different names, same document

States don’t agree on the name, and you need to order the one the state actually issues:

• Certificate of Good Standing: Delaware, Illinois, Michigan, Ohio.
• Certificate of Status: California, Florida, Maryland, New York.
• Certificate of Existence: North Carolina, Utah.
• Certificate of Fact (Status): the Texas Secretary of State. The Texas Comptroller separately shows Franchise Tax Account Status, which it says used to be called good standing.
• Subsistence Certificate: Pennsylvania.

If someone asks for a “certificate of good standing” from a state that calls it something else, the state’s version is what they mean.

How to order one

1. Open the state’s business search and find the company. Check that it shows as active or in good standing. If it doesn’t, see the next section.
2. Find the ordering option. Many states let you order from the record page or the state’s online filing portal.
3. Pay by card. Fees run from nothing in Colorado and Wyoming to $50 (Delaware’s short form, the District of Columbia, Nevada and New Jersey). Delaware’s long form, which lists every document filed, is $175.
4. Download or receive it. Some states issue it as a PDF right away. Florida emails it. California asks you to sign in to bizfile to order. If someone insists on a certified paper copy, order that and allow extra time.

If a state doesn’t offer online ordering, its website will have a request form you can mail, and registered agent services will order one for a fee.

If the state refuses

The state won’t issue a certificate for a company that isn’t in good standing. The usual reasons:

1. An overdue annual report or statement. File it, pay any penalty, then order the certificate.
2. Administrative dissolution. File for reinstatement, which means the missed reports plus a reinstatement fee. The certificate follows once the reinstatement goes through.
3. No registered agent. Appoint a new one, then order.
4. A tax problem. In California, the Franchise Tax Board can suspend an LLC for unfiled returns or unpaid tax. In Texas, the Comptroller can forfeit the right to do business. These have to be cleared with the tax agency first, which can take a while, so start early.

The entity status guide explains each of these statuses in more detail.

By state

The table below covers every state: what each one calls the certificate, what it charges, and where to order it. Each row links to the state’s own page.