Certificate of Good Standing: What It Is and How to Get One

Introduction

A certificate of good standing is an official document issued by a state government that confirms your business entity is legally compliant and authorized to operate within that state. Also known as a “certificate of existence” or “certificate of authorization” in some jurisdictions, this document serves as proof that your corporation, LLC, or other business entity has met all state requirements and is current on its obligations.

Who Needs to Comply

Any business entity registered with a state—including corporations, limited liability companies (LLCs), limited partnerships (LPs), and nonprofit organizations—may need to obtain a certificate of good standing. While not all businesses require this certificate for day-to-day operations, it’s commonly requested when:

Opening business bank accounts
Applying for business loans or credit
Entering into contracts with vendors or clients
Registering to do business in other states
Participating in government contracts or bidding processes
Selling or transferring ownership of the business

Why It Matters

A certificate of good standing demonstrates to third parties that your business is legitimate, properly registered, and compliant with state requirements. Without this document, you may face obstacles in conducting business activities, securing financing, or expanding into new markets. Banks, lenders, and business partners often require this certificate as part of their due diligence process before entering into business relationships.

Requirements Overview

What’s Required

To maintain good standing status, businesses must typically:

File required annual reports or statements of information with the state
Pay all associated fees and taxes on time
Maintain a registered agent in the state of incorporation
Keep business registration current and up to date
Comply with ongoing state requirements specific to the business type

Who Must File/Comply

Every business entity registered with a state government must maintain good standing status. This includes:

Domestic entities: Businesses formed within the state
Foreign entities: Out-of-state businesses registered to operate in the state
All business types: Corporations, LLCs, partnerships, and nonprofit organizations

Deadlines and Timing

Good standing requirements operate on different schedules depending on the state and business type:

Annual requirements: Most states require annual filings between January and the anniversary of incorporation
Biennial requirements: Some states require filings every two years
Ongoing compliance: Registered agent and address information must be kept current throughout the year
Tax obligations: State franchise taxes and fees typically have specific due dates that must be met

Step-by-Step Process

How to Obtain a Certificate of Good Standing

Step 1: Ensure Current Compliance
Before requesting a certificate, verify that your business has met all state requirements:

Check that annual reports are filed and current
Confirm all state fees and taxes are paid
Verify registered agent information is up to date
Review any outstanding compliance issues

Step 2: Locate the Appropriate State Office
Certificates are typically issued by:

Secretary of State office
Department of Corporations
Division of Corporations
State filing office responsible for business entities

Step 3: Complete the Application
Most states require a formal request that includes:

Business entity name and identification number
Type of entity (corporation, LLC, etc.)
State of incorporation or organization
Specific purpose for the certificate (if required)

Step 4: Pay Required Fees
Certificate fees vary by state, typically ranging from $10 to $50, though some states charge more.

Step 5: Submit Your Request
Applications can usually be submitted:

Online through the state’s business portal
By mail to the appropriate state office
In person at state offices (where available)
Through authorized third-party services

Documents Needed

To request a certificate of good standing, you’ll typically need:

Business identification information: Entity name, state ID number, and incorporation date
Completed application form: Available on the state’s website
Payment: For applicable fees
Valid identification: For the person making the request
Authorization documentation: If someone other than an officer or member is making the request

Where to File

File your certificate request with the same state office where your business entity was originally registered. For most businesses, this is the Secretary of State or equivalent corporations division in your state of incorporation or organization.

State Variations

How Requirements Differ by State

Certificate of good standing requirements vary significantly across states:

Certificate Names:

“Certificate of Good Standing” (most states)
“Certificate of Existence” (Texas, Louisiana)
“Certificate of Authorization” (some foreign qualification contexts)
“Certificate of Status” (certain jurisdictions)

Validity Periods:

30-60 days: Most common validity period
90 days: Some states offer longer validity
No expiration: A few states issue certificates without expiration dates
Custom periods: Some states allow requesters to specify validity periods

Processing Times:

Same day: Available in some states for expedited requests
1-3 business days: Standard processing in many states
5-10 business days: Regular processing timeframes
Expedited options: Most states offer rush processing for additional fees

Common Variations

Fee Structures:
States employ different fee models:

Flat fees for all entity types
Tiered pricing based on entity type
Additional charges for expedited processing
Premium fees for certified copies

Information Included:
Certificates may contain:

Basic entity information and status
Financial standing and tax compliance status
Registered agent information
Date of incorporation and current status
Authorized shares (for corporations)

Multi-State Considerations

Businesses operating in multiple states should understand:

Home State Certificate: Your primary certificate comes from the state of incorporation or organization

Foreign State Requirements: States where you’re registered as a foreign entity may require separate certificates of good standing

Interstate Recognition: Most states accept certificates from other states, but some may require state-specific documentation

Timing Coordination: When expanding to new states, ensure your home state certificate is current before beginning foreign qualification processes

Consequences of Non-Compliance

Penalties and Fines

Failing to maintain good standing can result in:

Administrative Dissolution or Revocation:

Loss of legal entity status
Inability to conduct business legally
Personal liability exposure for owners
Loss of limited liability protection

Financial Penalties:

Late filing fees and penalties
Accumulated interest on unpaid obligations
Reinstatement fees to restore good standing
Additional state-imposed fines

Compliance Penalties:

Inability to obtain certificates of good standing
Restrictions on business activities
Potential tax complications
Difficulty with business transactions

Business Implications

Non-compliance can severely impact business operations:

Banking and Finance:

Difficulty opening or maintaining business bank accounts
Challenges securing business loans or credit lines
Problems with payment processing services
Issues with business insurance coverage

Contractual Relationships:

Inability to enter into certain business contracts
Challenges with vendor relationships
Problems with customer agreements
Difficulties with real estate transactions

Growth and Expansion:

Inability to qualify to do business in other states
Challenges with business acquisitions or sales
Problems with investment or partnership opportunities
Difficulties with government contract bidding

How to Remedy Issues

If your business has lost good standing status:

Step 1: Identify Outstanding Requirements

Review all missed filings and deadlines
Calculate total fees, penalties, and interest owed
Determine specific compliance issues to address

Step 2: Complete All Required Filings

Submit all overdue annual reports
File any missing required documents
Update registered agent information if needed

Step 3: Pay All Outstanding Obligations

Remit all fees, taxes, and penalties
Include applicable interest charges
Pay reinstatement fees where required

Step 4: File for Reinstatement

Complete reinstatement applications
Provide required documentation
Pay reinstatement fees

Best Practices

How to Stay Compliant

Establish a Compliance Calendar:
Create a system to track important dates:

Annual report due dates
Tax filing deadlines
Registered agent requirements
Fee payment schedules

Maintain Current Information:

Keep registered agent information updated
Ensure business addresses are current
Update officer and director information promptly
Maintain accurate ownership records

Monitor State Communications:

Review mail sent to your registered agent
Check for state notices and requirements
Respond promptly to state inquiries
Keep contact information current with state offices

Setting Up Reminders

Digital Calendar Systems:

Set recurring annual reminders for filing deadlines
Create alerts for fee payment due dates
Schedule quarterly compliance reviews
Use business management software with compliance features

Professional Management:

Consider using registered agent services that provide compliance alerts
Engage attorneys or accountants for ongoing compliance management
Utilize business formation services that offer compliance monitoring
Establish relationships with professionals familiar with multi-state requirements

Record Keeping Tips

Maintain Organized Files:

Keep copies of all state filings and correspondence
Store certificates of good standing in accessible locations
Maintain records of all fee payments and receipts
Document compliance activities and dates

Digital and Physical Storage:

Create digital copies of all important documents
Store physical certificates in secure locations
Maintain backup copies of critical compliance records
Ensure authorized personnel can access compliance documentation

Getting Help

When to Use a Service

Consider professional assistance when:

Complex Multi-State Operations: Managing compliance across multiple states can be challenging and time-consuming

Limited Internal Resources: Small businesses may lack dedicated administrative staff to handle compliance requirements

Critical Timing: When certificates are needed quickly for business transactions or opportunities

Ongoing Compliance Management: Businesses seeking to outsource routine compliance tasks to focus on core operations

Professional Assistance

Registered Agent Services: Provide compliance alerts and filing reminders while maintaining required registered agent services

Business Formation Companies: Offer ongoing compliance support and certificate procurement services

Legal and Accounting Professionals: Provide comprehensive compliance guidance and strategic advice

Corporate Service Companies: Specialize in multi-state compliance management and certificate procurement

How TrustedLegal Can Help

TrustedLegal.com understands that maintaining business compliance can be complex and time-consuming. Our experienced team has helped thousands of entrepreneurs form LLCs, corporations, and nonprofits while ensuring ongoing compliance with state requirements.

We offer comprehensive support for certificate of good standing needs:

Fast Certificate Procurement: Quick turnaround for urgent business needs
Multi-State Expertise: Knowledge of requirements across all 50 states
Compliance Monitoring: Ongoing support to maintain good standing status
Expert Guidance: Professional assistance throughout the process

Our affordable pricing and fast turnaround times make compliance management accessible for businesses of all sizes, from startups to established enterprises.

FAQ

Q: How long is a certificate of good standing valid?
A: Validity periods vary by state, typically ranging from 30 to 90 days. Some states issue certificates without expiration dates, while others allow you to specify the validity period. Check with your state’s requirements for specific timeframes.

Q: Can I get a certificate of good standing if my business has unpaid fees?
A: No, states will not issue certificates of good standing for businesses with outstanding obligations. You must pay all fees, taxes, and penalties, and file any required documents before obtaining a certificate.

Q: Do I need a certificate of good standing from every state where my business operates?
A: It depends on the specific requirements of the requesting party. Generally, a certificate from your home state (state of incorporation) is sufficient, but some situations may require certificates from states where you’re registered as a foreign entity.

Q: How much does a certificate of good standing cost?
A: Fees vary by state, typically ranging from $10 to $50. Some states charge higher fees, and most offer expedited processing for additional costs. Check your state’s fee schedule for specific pricing.

Q: Can someone else request a certificate of good standing for my business?
A: Yes, but requirements vary by state. Some states allow anyone to request certificates for any business entity, while others require authorization from company officers or members. You may need to provide written authorization or have an authorized person make the request.

Conclusion

Maintaining a certificate of good standing is essential for business success and growth. This document serves as proof of your business’s legitimacy and compliance, opening doors to banking relationships, contracts, and expansion opportunities. By understanding state requirements, maintaining ongoing compliance, and obtaining certificates when needed, you protect your business’s ability to operate and grow.

The key to successful compliance lies in staying organized, meeting deadlines, and seeking professional help when needed. Whether you’re forming a new business or managing an existing entity, proper compliance management protects your investment and ensures your business can take advantage of opportunities as they arise.

Ready to start your business journey with confidence? TrustedLegal.com makes business formation and compliance simple and affordable. With our expert support, fast filing services, and comprehensive guidance, you can focus on building your business while we handle the legal requirements. Whether you’re forming an LLC, corporation, or need trademark protection, our experienced team is here to help you succeed. Get started today and join the thousands of entrepreneurs who trust TrustedLegal.com for their business formation and compliance needs.