Certificate of Good Standing: What It Is and How to Get One
A certificate of good standing is an official document that shows a business is active and in good standing with the state where it was formed. It may confirm that the business has met certain state filing and registration requirements.
LLCs, corporations, and other registered entities may need this document for banking, licensing, contracts, financing, business expansion, or foreign qualification. The exact name and requirements vary by state.
What Is a Certificate of Good Standing?
A certificate of good standing is a state-issued document that confirms your business is recognized as an active entity and is meeting applicable state requirements.
The document is usually issued by the Secretary of State or another state agency that maintains business records. Depending on the state, it may show information such as the business name, entity type, formation date, and current status.
Some states use different names for the same or similar document. These may include certificate of existence or certificate of status.
Why Do You Need a Certificate of Good Standing?
You may not need a good standing certificate for everyday business activities. But certain situations can require one.
Common reasons include:
- Registering your business in another state
- Applying for certain business licenses
- Opening or maintaining a business bank account
- Applying for financing
- Entering certain business contracts
- Taking part in government contracting
- Completing a business sale or merger
- Handling certain real estate transactions
The SBA notes that businesses expanding into another state may need a certificate of good standing when completing foreign qualification requirements.
LLC Certificate of Good Standing
An LLC certificate of good standing confirms that an LLC is active according to the records of its formation state.
Before requesting the certificate, an LLC may need to be current with required state filings, reports, taxes, or other obligations. The exact requirements depend on the state.
For example, if an LLC wants to register as a foreign business in another state, the new state may request a recent good standing certificate from the LLC’s home state.
If your LLC is not in good standing, you may need to resolve the issue before the state will issue the document.
Certificate of Existence vs Certificate of Good Standing
A certificate of existence is often another name for a certificate of good standing.
The terminology depends on the state. Some states call the document a certificate of existence, while others use certificate of good standing or another term.
The purpose is generally similar. The document provides official confirmation of the business’s status with the state.
Always check the terminology used by the state where your business is registered before requesting the document.
What Is a Certificate of Status?
A certificate of status is another term that some states use for a document showing the current status of a registered business.
For example, state agencies may use certificate of status, certificate of existence, or certificate of good standing for similar business records.
The name does not always tell you exactly what information the document will contain. Requirements and document details can differ by state.
If another agency, bank, or business has asked you for a specific certificate, check its requirements before ordering one.
How to Get a Certificate of Good Standing
If you are wondering how to get a certificate of good standing, the process usually starts with the state agency that handles business registrations.
The basic process may include:
01
Check Your Business Record
Confirm that your business is active and that the information on the state’s records is correct.
Check the business name, entity status, registered agent information, and other available details.
02
Check for Outstanding Requirements
Your business may need to be current with state filings and other requirements before the certificate can be issued.
If the state shows an issue, resolve it before requesting the certificate.
03
Find the State Business Filing Agency
Most businesses can request the document through the Secretary of State or a similar state agency.
Some states provide an online ordering system. Other states may offer additional request methods.
04
Submit the Request
Provide the required business information and select the type of certificate you need.
The information requested depends on the state and the type of business.
05
Receive the Certificate
Once the request is processed, the state will issue the certificate if the business meets the applicable requirements.
Some states may offer electronic documents, while others may provide paper copies.
When Should You Get a Certificate of Good Standing?
It is usually best to request a certificate when you know another party will require it.
Some organizations may require a certificate issued within a specific period. For example, a state may request a recent certificate when a business applies for foreign qualification.
This means an older certificate may not always meet the requirement.
Before ordering, ask the receiving agency, bank, lender, or business partner how recent the certificate must be.
What Can Cause a Business to Lose Good Standing?
A business can have problems with its state status when it does not meet certain state requirements.
Possible issues may include:
- Missing required reports
- Failing to maintain required registrations
- Unresolved state tax obligations
- Incorrect business information
- Registered agent issues
- Other state compliance problems
The exact reasons vary by state and business type.
If your business is not in good standing, check the state record to find the reason. You may need to correct the issue and complete any required filings before requesting a new certificate.
Certificate of Good Standing for Foreign Qualification
If you plan to operate your LLC or corporation in another state, you may need to complete foreign qualification.
The new state may ask for proof that your business is active in its home state. A certificate of good standing can serve this purpose when required.
The SBA explains that many states request a good standing certificate as part of the foreign qualification process, although requirements and fees vary by state.
Keep Your Business in Good Standing
Getting a certificate is only one part of maintaining your business.
You should keep track of state reports, registered agent information, licenses, tax obligations, and other required filings. Requirements can change based on your state, business structure, and activities.
RegisterMyBizNow can help business owners with formation, registration, compliance, and other business filing needs.
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Frequently Asked Questions
Is a certificate of good standing required for an LLC?
Not for every LLC or every business activity. You may need one when completing certain transactions, applying for licenses, obtaining financing, or registering your LLC in another state.
Is a certificate of existence the same as a certificate of good standing?
In many states, a certificate of existence is another name for a certificate of good standing. The terminology depends on the state.
What is a certificate of status?
A certificate of status is a state-issued business document that can show the current status of an entity. Some states use this term instead of certificate of good standing.
How do I get a certificate of good standing?
You generally request it from the Secretary of State or the state agency responsible for business records. The exact process depends on your state.
Can an LLC get a certificate of good standing?
Yes. An LLC can generally request one from its formation state when the state offers this type of certificate and the LLC meets the applicable requirements.
How long is a certificate of good standing valid?
There is no single validity period for every state. A bank, government agency, or other organization may require the certificate to have been issued within a certain period.
Can I get a certificate if my business is not in good standing?
Usually, you must resolve the issue affecting your business status before the state can issue a current good standing certificate.
Do I need a certificate of good standing to operate my business?
Not always. A certificate is generally used to prove your current business status when another party or government agency requires that proof.