Certificate of Good Standing

Do You Need a Certificate of Good Standing?

Businesses may need proof of their legal existence and good standing status in various situations. Here are several examples:

• Expanding to another state – If an LLC or Corporation wants to conduct business in another state, it must complete a process called Foreign Qualification to get the authority to do business there. The state where the business is foreign qualifying will most likely require a Certificate of Good Standing from the company’s home state before it will approve the entity for doing business in its jurisdiction.
• Applying for loans or other funding – Financial institutions and investors may require a Certificate of Good Standing before lending money to or providing funding for a business. Some banks may even request a certificate for setting up a business bank account.
• Setting up an account with a merchant payment processing platform – Some credit and debit card processing vendors may require a business to provide a Certificate of Good Standing before they allow the company to use their platform for accepting payments.
• Entering into contracts – Potential business partners or vendors may want to be reassured that the companies they intend to do business with are in good standing.
• Purchasing business insurance – An entity may need a Certificate of Good Standing before an insurer will sell it a commercial insurance policy.
• Pursuing a government contract – Any business entity that wishes to provide products or services to the U.S. Government should expect to need a Certificate of Standing.
• Selling the business – Prospective buyers may require the seller to provide proof that the business has kept up with its compliance tasks.

But those aren’t the only reasons for an LLC or Corporation to maintain good standing status with the state.

Failure to comply with the state’s requirements can result in various penalties, such as:

• Fines
• Loss of personal liability protection for the business’s owner(s)
• Denial of access to the state courts
• Administrative dissolution of the business entity (i.e., involuntary closure of the LLC or Corporation)

How to Get a Certificate of Good Standing

You must request a certified copy of the document from your state’s Secretary of State office or other designated office. A Certificate of Good Standing is not something states automatically send. Most states provide access to their request forms on their websites — either to be completed and filed online or downloaded and mailed.

At CorpNet, we have experience obtaining Certificates of Good Standing from every state, and you can count on us to handle your order quickly and professionally. While processing times vary depending on your state, our knowledgeable filing experts will ensure your request gets fulfilled as efficiently as possible. Order your certificate by completing our online order form or call us to get started!

And if your business has fallen out of good standing, we can help get you back on track. Contact us to prepare and submit the critical filings you’ve fallen behind on so you can reinstate your entity’s status of compliance.

Leave the details to us and get peace of mind! We make it easy for you to focus on what you do best — successfully running your business. 

Frequently Asked Questions

Is a Certificate of Good Standing required?

A business entity isn’t required by law to have one. However, financial institutions, licensing agencies, vendors, and other organizations may require a company to present one before engaging in business with it. Also, most states require any business wanting to foreign qualify in their jurisdictions to provide a Certificate of Good Standing from its home state.

How long does it take to get the certificate?

States vary in how quickly they issue certificates. Depending on the state, you might receive your Certificate of Good Standing within minutes if you order it online, or it could take a week or more if you send a paper application. Many states offer expedited processing for an additional fee.

How much does a Certificate of Good Standing cost?

The costs can vary depending on various factors, including the state, entity type, ordering method (online or by mail), processing speed (standard or expedited), and certificate features (e.g., with or without apostille).

What information do you need to request a Certificate of Good Standing?

States’ applications vary in what information they require. Generally, business owners should be prepared to provide the following details:

• Entity type (e.g., LLC, C Corporation, S Corporation, Nonprofit Corporation, Professional Corporation)
• Filing Date (the date when the entity filed its formation document)
• Entity File Number (the identification number the state assigned to the business entity at the time of registration)
• Business Description
• Business Address

What does a Certificate of Good Standing look like?

The layout and wording of the certificate can vary by state. Information displayed in a Certificate of Good Standing will likely include most of the following details (and possibly others):

• Business Entity Name
• Entity Type
• State
• Formation Date
• Entity File Number
• Statement validating the entity is active in the state
• Statement validating the entity complies with required filings and fees in the state
• Issue date of the certificate
• Signature of the Secretary of State (or other authorized officer)

What happens if an LLC or Corporation is not in good standing?

If a company is not in good standing when it requests a certificate, the Secretary of State (or comparable office) will require the business entity to reinstate good standing. Only then will the state issue a Certificate of Good Standing.

How long is a Certificate of Good Standing valid?

A Certificate of Good Standing will display the date it was issued. Requesters who ask an entity for its Certificate of Good Standing may have rules regarding how current the certificate must be. Generally, a requesting party will accept an entity’s certificate as valid if its issue date is within the past 30 to 90 days.

Can you get a certificate from a state where your business operates as a foreign entity?

States that have authorized an entity to conduct business as a foreign entity typically issue a Certificate of Authorization instead of a Certificate of Good Standing. A Certificate of Authorization serves as proof that the entity is in good standing with the state where it’s foreign qualified.

Can a Sole Proprietorship or General Partnership request a Certificate of Good Standing?

Sole Proprietorships are not required to register as legal entities, so states do not issue certificates to validate their good standing status. Likewise, most states do not require General Partnerships (GPs) to register as entities. In those states, GPs cannot obtain a certificate — nor will they be asked to present one. However, in states where GPs must file registration paperwork, they can get a certificate upon request.