A Certificate of Good Standing (also known as a Certificate of Existence, Certificate of Authorization, or Certificate of Status) is an official document issued by a state government in the United States. It proves that a company is legally registered, properly maintained, and authorized to conduct business in that state. This certificate is often required during business expansions, banking activities, and regulatory compliance.
Whether you’re a business owner, entrepreneur, or professional, understanding this certificate is critical for maintaining good legal standing and credibility in the eyes of government agencies, clients, and investors.
1. What Is a Certificate of Good Standing?
A Certificate of Good Standing is an official state-issued document that certifies the following:
- Your business is registered with the state.
- All required fees have been paid.
- Annual reports or franchise taxes are up to date.
- Your company is compliant with state laws.
It acts as a legal “clean bill of health” for your business.
2. Who Issues the Certificate?
In the U.S., the Secretary of State (or equivalent department) in the state where your business is registered is responsible for issuing this certificate. Each state may use a different name or format, but the purpose remains the same.
Examples:
- California: Certificate of Status
- New York: Certificate Under Seal
- Texas: Certificate of Fact – Status
- Florida: Certificate of Status
3. Who Needs a Certificate of Good Standing?
Not every business needs one all the time, but it becomes essential in certain situations. You may need a Certificate of Good Standing when:
✅ Business Needs:
- Opening a business bank account
- Applying for loans or credit lines
- Selling your business
- Entering into contracts with larger clients
- Getting business insurance
✅ Compliance and Legal Requirements:
- Registering your business in another state (foreign qualification)
- Renewing business licenses or permits
- Bidding on government contracts
✅ Proof of Validity:
- To show investors or stakeholders that your company is compliant
- During audits or due diligence processes
- For merger or acquisition deals
4. Types of Businesses That Can Apply
Any legally registered business entity can request a Certificate of Good Standing. This includes:
- Limited Liability Companies (LLC)
- Corporations (C-Corp, S-Corp)
- Limited Partnerships (LP)
- Nonprofits (depending on state)
- Foreign entities operating in a state other than their home state
Note: Sole proprietorships and general partnerships may not be eligible since they are not always registered at the state level.
5. Requirements to Obtain a Certificate
Before applying for a Certificate of Good Standing, your business must:
- Be active (not dissolved, revoked, or suspended)
- Have filed annual reports or statements of information
- Be up to date with franchise taxes (if applicable)
- Have no outstanding compliance issues
If your company is not in good standing, you’ll need to resolve the issues before the certificate can be issued.
6. How to Apply for a Certificate of Good Standing
Step-by-Step Process:
- Visit the Secretary of State’s Website
Go to the business section of your state’s Secretary of State website. - Search Your Business Entity
Use the entity lookup tool to confirm your business is listed and in active status. - Request the Certificate
- Select “Request Certificate of Good Standing” or similar.
- Enter your business details (Entity Number, Business Name, etc.).
- Choose your delivery method (PDF download, mail, or certified copy).
- Pay the Fee
- Fees vary by state but typically range from $5 to $50.
- Payment is usually made by credit card or bank transfer.
- Receive the Certificate
- Instant download is available in some states (e.g., Delaware).
- Others may take 1–2 business days or longer for mailed copies.
7. State-by-State Examples
| State | Document Name | Cost | Processing Time |
|---|---|---|---|
| California | Certificate of Status | $5–$10 | 1–3 business days |
| Texas | Certificate of Fact | $15 | Same day (online) |
| New York | Certificate Under Seal | $25 | 2–5 business days |
| Florida | Certificate of Status | $8.75 | Instant (online) |
| Delaware | Good Standing Certificate | $50 | Instant (online) |
Each state may offer expedited service for an extra fee.
8. Validity of the Certificate
A Certificate of Good Standing does not expire in the traditional sense, but most banks, governments, and institutions require a recent version, usually issued within the last 30 to 90 days.
If the certificate is too old, you may be asked to submit a newer version to reflect your current compliance status.
9. What’s Included in the Certificate?
While formatting varies by state, most Certificates of Good Standing include:
- Business name and entity type
- Date of incorporation or registration
- Current status (Active/In Good Standing)
- A statement confirming all obligations are met
- Signature of the Secretary of State or state official
- State seal or stamp (for physical copies)
10. How to Maintain Good Standing
To avoid falling out of good standing and needing reinstatement:
- File annual/biennial reports on time
- Pay state taxes and fees
- Update registered agent and office information if changed
- Respond to any compliance notices or audits
If your business loses its good standing status, it may be administratively dissolved or suspended—making it illegal to conduct business until reinstated.
11. Common Mistakes to Avoid
| Mistake | Why It’s a Problem |
|---|---|
| Assuming it’s a one-time document | Most users need a new certificate every 3 months |
| Applying without being in compliance | Will result in rejection or delay |
| Using an expired certificate | May not be accepted by banks or clients |
| Confusing with business license | They are different documents entirely |
12. Do Foreign Companies Need a Certificate?
Yes. If a business is incorporated in one state but wants to operate in another (i.e., foreign qualification), it usually must submit a Certificate of Good Standing from its home state to the new state.
Example: A Delaware LLC expanding into New York will need a Delaware Certificate of Good Standing to register in NY.
13. Digital vs. Physical Certificates
- Digital/PDF Certificates are accepted by most banks and institutions.
- Physical or certified copies with embossed seals may be required for international filings or high-security verifications.
Check with the requesting agency to confirm what type is needed.
Conclusion
A Certificate of Good Standing is a vital document for proving your business’s legal status and compliance. It’s often required when applying for financing, registering in another state, renewing licenses, or proving your legitimacy to partners and clients. The process to obtain one is simple but maintaining your eligibility is an ongoing responsibility. Keep your filings, fees, and corporate records up to date, and your business will remain in good standing—ready to grow and succeed.