Certificate of Good Standing: What It Is and How to Get One
What a certificate of good standing is, who asks for one, how to order it online from your state, what it costs, and how to fix a business not in good standing.
A certificate of good standing is an official document from your state's business filing office confirming that your LLC or corporation legally exists and is current on its required state filings and fees. Banks, lenders, other states and larger clients ask for one before opening accounts, approving loans or signing contracts. In most states you can order it online from the Secretary of State in minutes, often for a small fee or free.
The hard part is not ordering the certificate. It is finding out you cannot get one because an annual report or franchise tax slipped. This guide explains what the certificate shows, who asks for it, how to get it, what it costs, and how to restore good standing if you have lost it.
What is a certificate of good standing?
The certificate is a one-page statement, often with a seal and an authentication number, that says something like "the entity is duly formed under the laws of this state and is in good standing as of" a given date. It confirms two things: the business exists on the state's records, and it has met the state filing office's requirements, typically its annual report or tax and keeping a registered agent.
It does not prove that you have paid every tax, hold every license, or have no lawsuits. Some states issue a separate tax clearance or account status certificate through the tax agency for that purpose.
Other names for the same document
| Name used | Where you will see it |
|---|---|
| Certificate of good standing | Delaware, Wyoming and many other states |
| Certificate of existence | Several states, often meaning the same thing |
| Certificate of status | California and others |
| Certificate of fact | Texas |
| Long-form certificate | States such as Delaware that also list the entity's filing history |
Who asks for a certificate of good standing?
- Banks opening a business account or adding signers, especially for out-of-state entities.
- Lenders for business loans, equipment finance and SBA loans. See our SBA loans guide.
- Other states when you register as a foreign LLC or corporation; most want a certificate from your home state dated recently.
- Clients and procurement teams onboarding a new supplier. Our vendor onboarding checklist shows what else they collect.
- Government agencies for licenses, permits and contracting. Our new guide to SAM.gov registration covers federal vendor setup.
- Buyers and investors during due diligence when you sell a business or raise money.
- Landlords and franchisors before signing commercial leases or franchise agreements.
How to get a certificate of good standing
- Find the right state. Order from the state where the entity was formed. If the requester wants proof of a foreign registration, order from that state too.
- Go to the business search or certificate page of the Secretary of State or Division of Corporations.
- Search your exact legal name or entity file number and check the status shown, such as "active", "good standing" or "delinquent".
- Choose the certificate type. Short form is usually enough; long form lists filing history and is mainly needed for legal transactions.
- Pay the fee and choose standard or expedited service if offered.
- Download or receive the certificate and check the name, entity number and date before sending it on.
What it costs: examples
| State | Document | State fee |
|---|---|---|
| Delaware | Good standing, short form (any entity) | $50 per certificate |
| Delaware | Good standing, long form (domestic) | $175 per certificate |
| Delaware | Same-day or 24-hour service | Extra $50 or $40 for short form |
| Wyoming | Online good standing certificate | Can be printed online at no cost |
| Most other states | Online certificate | Free to modest fees; check the state fee schedule |
Delaware's figures are from the Division of Corporations fee schedule revised August 1, 2026. Ordering through a formation company or registered agent adds a service fee, which can be worth it when a closing deadline is hours away.
Why a business loses good standing
| Cause | What usually happens | How to prevent it |
|---|---|---|
| Missed annual report | Status turns delinquent, then the state may administratively dissolve the entity | Calendar the due date; see LLC annual report |
| Unpaid annual or franchise tax | Penalties and interest; status lost until paid | Budget the tax as a fixed cost |
| No registered agent | Agent resigns after unpaid fees; state cannot serve notices | Keep the registered agent paid and current |
| Tax agency referral | Some states suspend entities with unfiled state tax returns | File state returns even in zero-profit years |
| Unregistered in a state where you operate | Penalties and no access to that state's courts | Register as a foreign entity where required |
Worked example: restoring a Delaware LLC before a bank deadline
This is an illustrative example. A two-member Delaware LLC applies for a $75,000 equipment loan on November 2, 2026. The lender asks for a certificate of good standing dated within 30 days. The owners search the Delaware site and see the LLC is not in good standing: the $400 annual tax due June 1, 2026 was never paid.
| Item | Amount |
|---|---|
| Annual tax due June 1, 2026 | $400.00 |
| Late payment penalty | $200.00 |
| Interest: 1.5% per month on $600 for 5 months (June to November) | $45.00 |
| Short-form certificate | $50.00 |
| Total to fix and prove it | $695.00 |
The owners pay the balance online, confirm the status updates, then order the certificate with 24-hour service so the loan stays on schedule. The lesson: $295 of the bill was avoidable with a calendar reminder. Interest is computed by the state; use its payoff figure, not your own estimate.
How to restore good standing
- Look up the reason. The state record or a call to the filing office tells you which reports or taxes are missing.
- File every missing report and pay back fees, penalties and interest.
- Appoint or reinstate a registered agent if the old one resigned.
- File for reinstatement or revival if the entity was administratively dissolved, voided or forfeited. This is a separate form and fee in most states.
- Clear state tax issues if the tax agency triggered the suspension; you may need its clearance before the filing office acts.
- Order a fresh certificate once the record shows good standing.
If you no longer want the business, formally closing it is cheaper than letting it lapse and accruing penalties; see how to dissolve an LLC.
Common mistakes and edge cases
- Ordering too early. If the lender wants a certificate dated within 30 days and the deal slips, you will order again.
- Sending the wrong state's certificate. Another state registering you as a foreign entity wants the home-state certificate, not its own.
- Name mismatch. Your invoices, contracts and bank account should use the exact registered name; a missing comma or "LLC" vs "L.L.C." can delay onboarding.
- Assuming good standing means tax compliance. It covers the filing office only. A separate tax clearance may be needed when selling a business.
- Forgetting foreign registrations. Each state where you registered has its own annual report, and losing status in one can block a contract there.
Keeping your business record clean year-round
Good standing vs other company documents
Requesters often ask for a bundle of documents, and owners sometimes send the wrong one. Here is how the certificate fits with the rest:
| Document | Issued by | What it proves |
|---|---|---|
| Certificate of good standing | State filing office | The entity exists and is current with that office today |
| Articles of organization or certificate of formation | State filing office (stamped copy) | The entity was created, and when |
| IRS EIN confirmation letter | IRS | The entity's federal tax ID; see how to get an EIN |
| Operating agreement or bylaws | Your own company | Who owns and manages the business and who can sign |
| Certificate of incumbency | Your company or registered agent | Current officers or managers, often for banks abroad |
| Tax clearance or account status letter | State tax agency | State taxes are filed and paid, often needed when selling or closing |
Using a certificate abroad
If a foreign bank, marketplace or government asks for proof of your US company, a plain certificate may not be enough. Countries that belong to the Hague Apostille Convention usually want the certificate authenticated with an apostille, which the Secretary of State of the issuing state attaches. Order the certificate first, then the apostille, and allow extra time for mailing. Countries outside the convention may require further legalization through their consulate.
A practical tip for anyone who deals with banks or marketplaces often: keep a recent PDF certificate in a shared folder with your formation documents, EIN letter and operating agreement, and note the date it was issued. When a request arrives, you can see at a glance whether the existing certificate falls inside the requester's date window or whether you need a fresh one. Ordering on the same day you need it is usually possible online, but state systems do go down for maintenance, often at the worst moment.
Keeping your business record clean year-round
Set annual reminders for each state report and tax, keep your registered agent current, and store certificates with your formation documents. For Delaware companies, our new guide to the Delaware franchise tax explains the corporate side.
Good records on the invoicing side help too: when a lender asks for proof of revenue, numbered invoices in your exact legal name are easy to hand over. Create them with our free invoice generator, with no sign-up needed, and download each one as a PDF.
Frequently asked questions
How long is a certificate of good standing valid?
The certificate itself has no expiry date; it shows your status on the day it was issued. The party asking for it decides how recent it must be. Banks, lenders and other states commonly want one dated within the last 30, 60 or 90 days, and some closing attorneys want one dated within days of a transaction. Ask the requester what date window they accept before you order, so you do not pay twice.
How much does a certificate of good standing cost?
It depends on the state and the format. Some states let you print or validate one free online; Wyoming is an example. Others charge a modest fee. Delaware's August 2026 fee schedule lists $50 for a short-form good standing certificate and $175 for a long-form certificate, with extra charges for same-day or 24-hour service. Third-party services charge more on top of the state fee for convenience.
Is a certificate of good standing the same as a certificate of existence?
Usually, yes. States use different names for the same document: certificate of good standing, certificate of existence, certificate of status or certificate of fact. All confirm the entity exists on the state's records and is current on required filings and fees with the filing office. Some states also have a separate tax clearance or account status certificate issued by the tax agency, which is a different document.
Why would my LLC not be in good standing?
The most common reasons are a missed annual report, an unpaid annual tax or franchise tax, and the loss of a registered agent. Some states also revoke good standing when the tax agency reports unfiled returns. The status often changes automatically after the deadline passes, without much warning, so many owners discover the problem only when a bank or lender asks for a certificate.
Can I still invoice clients if my LLC is not in good standing?
Usually you can still send invoices, and clients generally still owe what they agreed to pay. But a business out of good standing may face limits, such as being unable to sue in that state's courts until it is reinstated, and if the state administratively dissolves the entity, the liability protection of the LLC can be at risk. Fix the status quickly, because clients, lenders and government buyers may check it.
Who issues a certificate of good standing?
The state office that keeps business entity records, usually the Secretary of State or a Division of Corporations. You request it from the state where the entity was formed, and if the business is registered as a foreign entity in other states, each of those states can also issue a certificate confirming the foreign registration is current.
Invoice Creator Editorial Team
Guides on invoicing, cash flow and small-business finance from Invoice Creator, operated by Next Software Development Company. Content is reviewed for accuracy against the fields our own invoice generator produces.
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