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

A certificate of good standing is a short document from the state, usually the Secretary of State, confirming that your LLC legally exists and is current on the reports and fees the state requires. Banks, lenders and other states ask for it. Most states sell it online, for nothing to $50, and many call it something else: a certificate of existence, of status or of fact.

Nobody orders one for fun. It is requested, usually with a deadline attached, by someone who wants the state's word rather than yours that the company is real and in order. This guide covers what the certificate says, when you will be asked for it, how to get one, what it costs and what it is called in every state, and what to do when the state refuses to issue it.

What a certificate of good standing says

The certificate is typically one page, signed or sealed by the filing office, and states a handful of facts from the state's record on the day it is issued:

• the LLC's exact legal name and its state file or entity number;
• the date the LLC was formed (or registered, for a foreign LLC);
• its status: that it exists, is active, has filed its required reports and paid its fees, and has not been dissolved, revoked or cancelled;
• the date and often the time of issue, and a number or code for checking it online.

Some states also sell a long-form certificate that lists every document the LLC has filed, at a higher fee. Banks and other states almost always want the ordinary short form. The certificate says nothing about the owners, the company's finances or its tax payments, unless it is the tax department's version, covered below.

What each state calls it

The document is the same everywhere; the name is not. Of the 49 jurisdictions whose own pages we read, the wording breaks down like this:

• Certificate of good standing (23): Arizona, Colorado, Delaware, District of Columbia, Hawaii, Kansas, Louisiana, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New Hampshire, New Jersey, North Dakota, Ohio, Oklahoma, Rhode Island, South Dakota, Vermont and Wyoming
• Certificate of existence (16): Alabama, Arkansas, Georgia, Idaho, Indiana, Iowa, Kentucky, Maine, Montana, North Carolina, Oregon, South Carolina, Tennessee, Utah, Washington and West Virginia
• Certificate of status (5): California, Florida, Maryland, New York and Wisconsin
• Certificate of fact (2): Texas and Virginia
• Certificate of compliance (1): Alaska
• Certificate of legal existence (1): Connecticut
• Subsistence certificate (1): Pennsylvania

The differences are mostly labels, but a few are worth knowing. Virginia issues certificates of good standing only to corporations; an LLC there gets a certificate of fact of existence, which serves the same purpose. In Massachusetts, a cheaper certificate of legal existence does not state good standing, so ask for the good standing version. And Pennsylvania's subsistence certificate is its good standing certificate for a domestic company. If a bank or another state asks for a certificate of good standing, the state's own version, whatever it is called, is what they mean.

When you need one

• Registering in another state. An LLC that expands into a second state registers there as a foreign LLC, and nearly every state requires a recent certificate from the home state with the application.
• Loans and bank accounts. Lenders, including SBA lenders, ask for one before a loan or line of credit, and some banks ask when an established LLC opens an account.
• Selling the business or taking investment. Buyers and investors verify the entity before money moves, and a closing checklist almost always includes a current certificate.
• Contracts, leases and licenses. Larger customers, government agencies, landlords and licensing boards ask for one, often at renewal.
• Payment processors and marketplaces. Some verify a business's standing before approving an account.

Most requesters care about freshness. The certificate itself does not expire, but a bank or another state will usually want one issued within the last 30 to 90 days, so order it when the request arrives rather than keeping one on file.

How to get a certificate of good standing

1. Check the LLC's status first. Look the company up in the state's free business search. If the record says anything other than active or in good standing (delinquent, past due, forfeited, dissolved), the state will not issue the certificate until that is fixed.
2. Order it from the state. In 42 jurisdictions you can order it online from the filing office, often from the LLC's page in the business search; in the rest, by a written request by mail or in person. The table below links each state's ordering page.
3. Pay the state's fee. From nothing in Colorado and Wyoming to $50 in Connecticut, Delaware, District of Columbia, Nevada and New Jersey; 30 of the 44 jurisdictions whose fee we confirmed charge $20 or less.
4. Download or receive it, and send it on. Online certificates are usually a PDF; paper ones come by mail. If the requester needs it authenticated for use abroad, ask the state for an apostille, a separate request.

You do not need a service to do this; the state sells the certificate to anyone for its own fee. Be wary of mail that looks official and offers a certificate of good standing or existence for a much higher price: several states, including California, Hawaii and Mississippi, have warned owners about these solicitations. The real certificate comes only from the state, at the fee in the table.

Certificate of good standing fees and names in all 50 states and DC

The certificate's name for a domestic LLC, the state's fee for the standard short form, whether the state sells it online, and where to order it. The state name opens its annual report page, since the report is what keeps an LLC in good standing. Where no official page we could read confirmed a name or fee, the row says so and links the state's portal instead.

When the state will not issue one

The state refuses a certificate when its record shows the LLC is not current, and the reason is almost always mundane:

• A missed annual or biennial report, the most common cause by far. File it, with any late fee, and order the certificate once the record updates. Each state's due date and penalty is on its annual report page, and our sister site America LLC Filing can file the report in most states (annual report filing).
• An unpaid fee or tax the filing office collects, such as Texas's franchise tax or Delaware's annual LLC tax.
• A lapsed registered agent: the agent resigned or moved and no replacement was filed. See how to change your registered agent.
• Administrative dissolution. If the state has already dissolved or revoked the LLC, a report alone will not fix it; the company has to be reinstated first. The steps and every state's cost are in how to reinstate an LLC, and what leads there is in what happens if you don't file an annual report.

The lapse usually surfaces only when someone is waiting on the certificate, which is the best argument for putting the annual report on a calendar the day the LLC is formed.

Good standing with the tax department

The Secretary of State's certificate speaks to the company's filings, not its taxes. Some requesters, mostly lenders and buyers, also want the tax department's word, and in a few states that is a separate document. Texas's Comptroller issues a Certificate of Account Status for franchise tax; Massachusetts's Department of Revenue issues a tax certificate of good standing; and in California the Franchise Tax Board keeps its own standing for an LLC, separate from the Secretary of State's Certificate of Status. When a request says "tax good standing", it means the revenue department's version, not the one in the table.

If your LLC is registered in more than one state

Each state where the LLC is registered keeps its own record and issues its own certificate. A foreign LLC can be in good standing in its home state and delinquent in the second state, or the other way round, because each has its own report and its own fees. When a requester asks for a certificate, check which state they mean; when you register in a new state, budget for the home-state certificate the application needs. In New York, for example, the certificate of status is requested in writing rather than bought online, so allow for the request when a deadline is close.