A certificate of good standing is one of the most commonly requested business documents, yet many founders don't know what it is until they need one urgently. This guide covers everything: what the certificate proves, when you'll need it, how to get one, and what happens if your business isn't in good standing.
What Is a Certificate of Good Standing?
A certificate of good standing is an official document issued by a state agency (usually the Secretary of State) confirming that your business is legally registered, has filed all required reports, and has paid all applicable fees and taxes. It proves your company is authorized to conduct business in that state.
The certificate typically includes your business name, entity type (LLC, corporation, etc.), date of formation or registration, state file number, the Secretary of State's seal and signature, and a statement confirming your business is in good standing.
Other Names for This Document
Different states use different terminology. You may see certificates of existence in Alabama, Arkansas, Hawaii, Nebraska, New Jersey, and Tennessee. Texas and some other states call them certificates of status. Colorado uses certificates of fact. Some jurisdictions use certificates of authorization or certificates of compliance.
Functionally, these documents serve the same purpose—they confirm your company's legal standing in that state.
When Do You Need a Certificate of Good Standing?
While you don't need a certificate of good standing for day-to-day operations, you'll encounter several situations where one is required.
Licensing Applications
State regulators require proof of good standing before processing professional licenses. For money transmitter licenses, lender licenses, mortgage licenses, and other financial services licenses, you'll need to demonstrate good standing in your formation state and every state where you're registered as a foreign entity.
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Foreign Qualification
When you expand into a new state, you must register as a "foreign" entity (foreign just means out-of-state). Most states require a certificate of good standing from your home state as part of the foreign qualification application.
Banking Relationships
Banks typically require a certificate of good standing when you open a business bank account, apply for a business loan or line of credit, or seek financing from investors.
Business Transactions
Certificates of good standing may be required during mergers or acquisitions, when entering contracts with larger companies, or when onboarding as a vendor for enterprise clients.
License Renewals and Examinations
Many state regulators require updated certificates of good standing with annual license renewals. Examiners may also verify your corporate status during routine examinations.
Good Standing Requirements by State
To be in good standing, your business must generally meet these requirements:
Filed all required reports. This includes annual reports, biennial reports, or periodic statements depending on the state. Each state has its own filing schedule and deadlines.
Paid all applicable fees and taxes. This includes annual report fees, franchise taxes (in states that impose them), and any other state-mandated fees.
Maintained a registered agent. Every state requires you to designate a registered agent with a physical address in that state. If your registered agent resigns or your appointment lapses, you'll fall out of good standing.
Not been administratively dissolved. If your company has been dissolved, suspended, or revoked for non-compliance, you cannot obtain a certificate of good standing until you reinstate.
Certificate of Good Standing Validity Periods
Certificates of good standing don't technically "expire," but they represent a snapshot of your company's status at the time of issuance. Most requesting parties require certificates dated within a specific window.
Common Validity Requirements
Less than 30 days old: Arkansas, District of Columbia, Michigan, New Jersey, New Mexico, South Carolina, Vermont, Wyoming
Less than 60 days old: Arizona, Hawaii, Illinois (for LLCs), Indiana, Missouri, Nebraska (for corporations), New Hampshire, Oklahoma, Oregon, Rhode Island, Tennessee, Wisconsin
Less than 90 days old: Connecticut, Florida, Georgia, Idaho, Iowa, Kansas, Louisiana, Maine, Maryland, Massachusetts, Nevada, North Dakota, Ohio, South Dakota, Washington
Less than 6 months old: California, Delaware, Mississippi, Montana, Nebraska (for LLCs), North Carolina
Less than 1 year old: New York, Virginia, West Virginia
When obtaining a certificate for foreign qualification or licensing purposes, confirm the specific validity requirements for your target state before ordering.
*Validity requirements vary and can change; always confirm with the target state or requesting party (e.g., regulator, bank).
States That Don't Require Certificates for Foreign Qualification
Not every state requires a certificate of good standing to register as a foreign entity:
- Alaska
- Colorado
- Kentucky
- Minnesota
- Pennsylvania
- Texas
- Alabama (for LLCs only)
However, even in these states, other parties (banks, regulators, business partners) may still request certificates of good standing for their own verification purposes.
How to Get a Certificate of Good Standing
Step 1: Verify Your Status
Before requesting a certificate, confirm your business is actually in good standing. Most state Secretary of State websites offer free business entity searches where you can check your company's current status.
If your status shows anything other than "Active" or "Good Standing"—such as "Delinquent," "Suspended," "Forfeited," or "Administratively Dissolved"—you'll need to resolve the underlying issue before you can obtain a certificate.
Step 2: Identify the Issuing Agency
In most states, the Secretary of State issues certificates of good standing. However, some states use different agencies:
- Delaware: Division of Corporations
- New York: Department of State, Division of Corporations
- Texas: Secretary of State (for Certificate of Fact – Status) and Comptroller of Public Accounts (for Certificate of Account Status regarding franchise taxes)
- Virginia: State Corporation Commission
- Hawaii: Department of Commerce and Consumer Affairs
Step 3: Submit Your Request
Most states offer multiple ways to request certificates:
Online (fastest): Many states provide instant digital certificates through their online business portals. This is typically the fastest and most cost-effective option.
By mail: Submit a written request with payment. Processing times range from a few days to several weeks.
In person: Visit the state agency office directly. Some locations offer same-day service.
Through a third party: Compliance services and registered agent companies can obtain certificates on your behalf, often with expedited processing.
Step 4: Pay the Required Fee
State fees for certificates of good standing typically range from $5 to $50, though some states charge more. Expedited processing usually costs an additional $25 to $150.
Certificate of Good Standing Costs by State
Here's a sampling of state fees (subject to change: verify on each state’s Secretary of State site):
