Certificate of Good Standing: How to Get One, What Blocks It

How do I get a certificate of good standing for my LLC or corporation?

Order it from the business filing office of the state that formed the company: the Secretary of State, or Delaware's Division of Corporations. The certificate states the company's status on the day it is issued (Delaware Division of Corporations; California Secretary of State). How fast a missed annual report, unpaid franchise or annual tax or lapsed registered agent changes that status depends on the state. Delaware bars a certificate from the due date: a corporation with unpaid franchise tax or no completed annual report on file, or an LLC that has not paid its annual tax by June 1, gets none until it files and pays (8 Del. C. section 502(f); 6 Del. C. section 18-1107). Florida acts later: an LLC that misses its May 1 report stays active until September (section 605.0714), so "active" alone does not prove every filing is current. In Texas, franchise tax standing is shown separately by the Comptroller (Texas Secretary of State) and can reach the Secretary of State's record once a forfeiture lasts 120 days (Tax Code section 171.309). In Delaware, California, Florida and Texas the certificate itself costs $5 to $175, before any rush fee (table below).

A request is not simple when:

• A report or tax is overdue. File and pay first. If the state has already dissolved, suspended or forfeited the company, that has to be reversed before any clean certificate.
• The state splits status between two agencies. California and Texas keep a filing-office status and a separate tax-agency status.
• The company is registered in more than one state. Each state issues its own certificate for the company's standing there.
• The requester also wants proof of tax compliance. A state filing-office certificate says nothing about federal returns.

Gather the company's exact legal name and entity or file number, its formation state and every state where it is registered, and the requester's exact ask: which state, which agency, short or long form, and how recent.

What else is a certificate of good standing called?

The names differ by state, but they all mean an official certificate of the company's current status. Delaware issues a "Certificate of Status" or "Certificate of Good Standing", California and Florida a "Certificate of Status", and the Texas Secretary of State a "certificate of fact – status". When an out-of-state company registers in Florida, Florida's statutes call the home-state certificate it files a "certificate of existence".

Two other distinctions matter when ordering:

• Short form or long form (Delaware). The short form shows the entity's name and its status when issued. The long form also lists every document filed, with dates and any name changes (Delaware Division of Corporations).
• Filing office or tax agency. California's Franchise Tax Board issues an entity status letter covering standing with that agency only (FTB). The Texas Comptroller's franchise tax account status, which it says was "previously referred to as Good Standing", covers the right to transact business under franchise tax law (Texas Comptroller).

Who asks for a certificate of good standing, and why?

Anyone about to rely on the company's legal existence: banks and lenders, escrow and closing agents, courts, buyers and other states. Delaware notes that some financial institutions require one for a new entity (Division of Corporations). The Texas Comptroller says its account status may be required for real estate or financial transactions (Texas Comptroller). California's FTB lists court proceedings, escrow closings and registering in another state among the uses of its letter (FTB).

Another state usually asks when the company registers to do business there. Florida, for example, requires an out-of-state LLC or corporation to file a home-state certificate of existence with its application (section 605.0902; section 607.1503). Registration itself is covered in registering in another state.

A bank, registry or court outside the US may want the certificate with an apostille, an international certification for countries in the Hague Convention; ask before ordering. Delaware's Division, for example, apostilles documents signed by Delaware officials (Division of Corporations).

How do I order one in Delaware, California, Florida or Texas?

Order online in California, Florida and Texas; Delaware's Division takes a written or electronic request and returns the certificate by mail or courier, or a registered agent with remote access to the Division (what Delaware calls an online agent) can order one.

California's FTB entity status letter is free to check and print online; a certified copy comes from an FTB field office or by contacting the FTB (FTB). The Texas Comptroller's account status search result can be printed and reflects its records at the time of the search (Texas Comptroller). In other states, order from the Secretary of State or business filing office; each state's yearly report and fee are in LLC annual fees and reports by state.

Is Delaware's online status check the same as a certificate?

No. Delaware's online status costs $10, or $20 with franchise tax and filing history, and Delaware says it does not generate an official certificate of good standing (Division of Corporations). Delaware's free entity search shows the name, file number and agent, but the Division says the result "is not an indication of the current status" (entity search).

Use the paid check to see the status before ordering, not as the document.

A recipient can confirm an official certificate is real. Delaware certificates can be validated online for one year after issue with the file number and authentication number (Division). Florida and Texas offer online checks too (Florida; Texas).

How recent does a certificate of good standing need to be?

The person asking decides, so ask before ordering. A certificate speaks only for the moment it is issued; Delaware's short form, for example, shows the status "at the time the certificate is issued" (Division of Corporations).

When another state sets the limit, it is in its law. Florida requires an out-of-state LLC's or corporation's certificate of existence to be dated or authenticated no more than 90 days before it files its application (section 605.0902; section 607.1503). If a closing date slips past the requester's limit, order a new one.

Check before you order: what do active, suspended and forfeited mean?

Search the company's record first; the certificate reflects whatever the record shows. California's certificate of status, for example, certifies the current status, whether "active/good standing, suspended, dissolved, cancelled" (Secretary of State).

What the labels mean:

• Active or good standing: the company exists and may do business. Delaware defines good standing as existence not terminated voluntarily or administratively (status definitions).
• Suspended or forfeited: the state has taken away the company's powers and privileges. California says "suspended" for a California entity and "forfeited" for an out-of-state one, and the label names which agency acted (status definitions). Texas uses "forfeited" for a franchise tax failure, first at the Comptroller and, if not revived within 120 days, possibly at the Secretary of State.
• Dissolved, revoked, void or cancelled: the company's existence or authority has ended, by its own filing or by the state. After an administrative loss, a clean certificate requires reinstatement or revival first.
• Delinquent labels (Delaware): "AR delinquent, Tax due", "AR filed, Tax delinquent" or "Ceased Good Standing" mean a report or tax is outstanding although the company is not yet void or cancelled (status definitions).
• PPoB Non-Compliant (Delaware corporations): the annual report gave the registered agent's address, or another agent's, as the principal place of business, which Delaware law allows only for a corporation based in Delaware that acts as its own agent. Correct the address before ordering (status definitions; 8 Del. C. section 502(a)(4)).

What stops a state from issuing a clean certificate?

Usually one of four problems: a missed annual report or statement, unpaid franchise or annual tax, a lapsed registered agent, or a tax-agency suspension. Delaware names unpaid yearly taxes and a missing registered agent as reasons an entity can fall out of good standing (Division of Corporations), and by law issues no certificate of good standing for a corporation that owes franchise tax or has no completed annual report on file (8 Del. C. section 502(f)).

A Florida LLC's certificate states whether its fees and penalties are paid and whether its most recent annual report has been filed, so a requester can see a missing report on the certificate itself (section 605.0211). Tax amounts are covered in Delaware franchise tax, Delaware LLC annual tax, California minimum tax and LLC fee and Texas franchise tax.

Why do California and Texas keep two separate statuses?

In California and Texas, the filing office and the tax agency each keep their own status, and either can act alone. Delaware's Division of Corporations both keeps the record and collects the franchise and annual taxes, so its one status reflects both.

• California: the Secretary of State suspends for a missing Statement of Information; the FTB suspends for missed returns or payments; a company can be suspended by both at once (FTB; status definitions). The FTB says business entities registered with the Secretary of State must file and pay at least the minimum franchise or annual tax every year, regardless of activity (FTB). An FTB suspension also shows on the Secretary of State record as "FTB Suspended", so the Secretary of State certificate reveals it. The reverse does not hold: the FTB's letter "does not reflect the entity's status with other agencies" (FTB), so it can read good standing while the Secretary of State has suspended the company. A lender or escrow agent may ask for both documents. A company formed in Delaware and registered in California can be in good standing in Delaware and forfeited in California at the same time.
• Texas: the Secretary of State's certificate of fact evidences existence; the Comptroller's account status covers franchise tax. If the right to transact business is forfeited, the company cannot sue or defend itself in a Texas court, and its directors and officers can become personally liable for debts incurred in Texas after the missed due date and before revival (Texas Comptroller; Tax Code section 171.255; Secretary of State). Filing and paying revives the right. If it stays forfeited for 120 days, the Secretary of State may forfeit the charter or registration too, and reinstatement with a Comptroller tax clearance letter must come before any clean certificate (Tax Code sections 171.301 to 171.309; Texas Comptroller); see reinstating your company.

How do I get a certificate fast when a report or tax is overdue?

File and pay first, wait until the state's record shows the company as active or in good standing, then order. Ordering earlier only buys a certificate that shows the problem.

1. Read the exact status and which agency set it.
2. File the missing report or return and pay the tax, fee, penalty and interest the agency shows.
3. If the company was dissolved, suspended or forfeited, file the state's reinstatement, revival or revivor (California's term); see reinstating your company.
4. Recheck the record, then order the certificate.

Speed options exist. Delaware sells same-day and 24-hour service for an added fee (fee schedule). California's FTB offers a walk-through revivor at a field office for a business in litigation or escrow, or with a pending loan or federal grant (FTB).

Example

Amounts are in US dollars and illustrative.

Delaware corporation opening a loan account

A Delaware C corporation filed its annual report and paid its franchise tax by March 1. Its lender asks for a certificate of good standing. The owner orders a $50 short-form certificate through the Division's request service and gives a courier account number to avoid waiting for first-class mail. A $10 online status printout would not do, because Delaware says it is not an official certificate of good standing.

California LLC that skipped its annual tax

• Year 1: a California LLC files no return and does not pay the $800 annual tax.
• Year 2: it again files and pays nothing, and the FTB suspends it. The business search now shows "FTB Suspended".
• Year 3: a bank asks for proof of good standing. A Secretary of State certificate would certify the suspended status, and the FTB letter shows the LLC is not in good standing with the FTB. With its Statement of Information current, the LLC files every missing return, pays each year's $800 with penalties and interest, and files the revivor request. Once the record shows active, it orders a $5 certificate and the free FTB letter.

Florida LLC that missed May 1

A Florida LLC did not file its annual report by May 1. In June a buyer asks for a certificate of status. The LLC files the report and pays $538.75, the $138.75 annual report fee plus the $400 late fee. Once the report posts, it orders a $5 certificate online and receives it by email as a PDF. Had the report still been missing after the third Friday in September, the state would have dissolved the LLC administratively on the fourth Friday, and it would need reinstatement first.

Different for you?

• A bank, lender or buyer is waiting and a report or tax is overdue: bring the status record, the state's notices and the requester's deadline to business formation help; if the state has already dissolved, suspended or forfeited the company, see reinstating your company.
• Several years of state or federal returns are missing: a certificate never shows federal returns and shows missed state returns only once the state acts, but a buyer or lender may ask for them; see catching up on unfiled business returns and get corporate tax help with the notices and the missing years listed.
• The company is foreign-owned and missed Form 5472: a clean state certificate does not fix a federal filing gap; see missed foreign-owner filings and penalties and cross-border tax help.
• A Delaware, California or Texas tax bill is the problem: see Delaware franchise tax, Delaware LLC annual tax, California minimum tax and LLC fee or Texas franchise tax.
• Another state wants the certificate so the company can register there, or the company is moving: see registering in another state or moving your company to another state.
• The registered agent resigned or notices went missing: see registered agent.
• A buyer or investor wants more than the certificate: see tax clean-up before selling your startup.