Introduction
A Certificate of Good Standing (COGS), also known as a Certificate of Existence or Certificate of Authorization, is a critical document for businesses operating in the United States, particularly for companies looking to engage with financial institutions such as banks. If you’re a U.S. bank company, or working to help international clients register a U.S. business, understanding the Certificate of Good Standing is essential for regulatory compliance, credibility, and growth.
This guide offers a comprehensive overview of what a Certificate of Good Standing is, why it’s necessary for bank-related services, how to obtain it, and how it plays a role in ongoing business operations in the U.S.
What Is a Certificate of Good Standing?
A Certificate of Good Standing is an official document issued by the Secretary of State or similar government authority in the state where your business is registered. It serves as proof that a company:
- Is legally registered and authorized to do business in that state
- Has complied with all state requirements, such as filing annual reports
- Has paid all applicable state fees and taxes
- Is not currently suspended, dissolved, or delinquent
Key Facts:
- Issued by: State-level Secretary of State
- Applicable to: LLCs, Corporations, Partnerships
- Validity: Typically 30 to 90 days (depending on the use-case)
- Formats: Paper or digital certified copy
Why Banks Require a Certificate of Good Standing
Banks in the U.S. and abroad often require a Certificate of Good Standing for a wide range of services. Here’s why it’s especially important for financial institutions:
1. Verifying Legal Existence
Before opening a business bank account, financial institutions must confirm that the company is officially registered and operating in good legal standing.
2. Compliance with KYC/AML Laws
U.S. banks are bound by Know Your Customer (KYC) and Anti-Money Laundering (AML) regulations. The COGS is part of the due diligence process to avoid fraudulent or shell companies.
3. Loan or Credit Line Approval
When applying for business loans, credit cards, or merchant accounts, a current COGS may be required to ensure the borrower is in good legal and financial standing.
4. Maintaining Existing Accounts
Some banks conduct annual or periodic reviews of client accounts and may request an updated Certificate of Good Standing to continue services.
When Is a Certificate of Good Standing Needed?
| Use Case | Details |
|---|---|
| Opening a U.S. Business Bank Account | Mandatory for most banks |
| Applying for SBA Loans or Government Contracts | Required for eligibility |
| Expanding to Other States (Foreign Qualification) | Needed for registration in another state |
| Renewing Business Licenses | Acts as proof of compliance |
| Selling the Business or Merging | Required during due diligence |
| Working with Vendors and Payment Gateways | Establishes legitimacy |
How to Obtain a Certificate of Good Standing
The process of getting a COGS is relatively simple, but it does vary by state. Here’s a general step-by-step guide:
Step 1: Ensure Compliance
Make sure your business has:
- Filed all required annual reports
- Paid all state taxes and fees
- Maintained a Registered Agent on file
- Not been suspended or revoked
Step 2: Visit the Secretary of State’s Website
Go to the official website for the Secretary of State where your business is registered.
Step 3: Request the Certificate
You can usually request the certificate:
- Online (most common)
- By mail
- In person
Step 4: Pay the Fee
Fees range from $10 to $75, depending on the state.
Step 5: Receive the Certificate
Most states allow you to download a digital version immediately, or mail a physical certificate within 1–2 weeks.
State-by-State Differences
Each state in the U.S. has slightly different rules for issuing and accepting Certificates of Good Standing.
| State | Certificate Name | Fee | Processing Time |
|---|---|---|---|
| Delaware | Certificate of Good Standing | $50 | Same-day (online) |
| California | Certificate of Status | $5–$15 | 3–5 business days |
| New York | Certificate Under Seal | $25 | 3–7 business days |
| Florida | Certificate of Status | $8.75 | Immediate (online) |
| Texas | Certificate of Fact | $15 | Immediate (online) |
Importance for Foreign-Owned U.S. Companies
For international entrepreneurs registering U.S. LLCs or Corporations, especially those who want to open U.S. bank accounts remotely, the Certificate of Good Standing becomes an essential document.
Common Scenarios:
- Verifying U.S. business legitimacy to non-U.S. banks
- Submitting to U.S. merchant service providers (e.g., Stripe, PayPal)
- Providing documentation for foreign qualification in other U.S. states
How Often Should You Renew or Request It?
- On demand only: You don’t need to keep it updated unless requested
- Renew every 6–12 months: Some banks or vendors may require an updated copy annually
- Maintain good standing continuously to avoid delays when it’s needed urgently
How Launcheaze Can Help
At Launcheaze, we specialize in helping businesses — especially non-residents and startups — navigate U.S. banking and compliance. Our Certificate of Good Standing service includes:
✅ Compliance Check
We ensure your entity meets all state filing and tax requirements.
✅ Application Assistance
We file the request with the Secretary of State on your behalf.
✅ Fast Delivery
You’ll receive a certified digital copy within 24–48 hours for most states.
✅ Multi-State Support
Need certificates from multiple states? We handle foreign qualification and cross-state documentation.
Common Issues and How to Avoid Them
❌ Delinquent Status
Cause: Missed annual filings or unpaid franchise taxes.
Fix: File overdue reports and pay all dues before applying.
❌ Suspended/Dissolved Entity
Cause: Failure to maintain compliance.
Fix: Reinstatement process required before COGS can be issued.
❌ Wrong State
Only the state of original business formation can issue the initial COGS. For other states, you’ll need Foreign Qualification first.
Tips for Bank Readiness
To ensure you’re ready to approach a bank for services, keep the following checklist:
| Requirement | Notes |
|---|---|
| Certificate of Good Standing | Issued within last 3–6 months |
| EIN (Employer Identification Number) | IRS-issued Federal Tax ID |
| Operating Agreement (LLC) or Bylaws (Corp) | Shows internal management |
| U.S. Business Address | Not a PO Box |
| Valid ID (Passport, etc.) of Owners | Especially for foreign owners |
| Business Plan or Website | Often requested for new startups |
Conclusion
A Certificate of Good Standing is more than just a formal document — it’s a gateway to financial and operational credibility for any U.S.-registered business, especially those looking to engage with banks. Whether you’re applying for a loan, opening a new bank account, or expanding into new states, this certificate serves as an official endorsement of your company’s legal health.
At Launcheaze, we make it easy for startups and non-residents to stay compliant and get the documents they need to build and scale their U.S. business with confidence.