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

What Is a Certificate of Good Standing?

A Certificate of Good Standing is an official document issued by a state confirming that a business entity is active and has satisfied certain state requirements.

Depending on the state, the document may have a different name, such as:

• Certificate of Existence
• Certificate of Status
• Certificate of Authorization
• Certificate of Fact
• Certificate of Good Standing

The name and requirements vary by state.

Generally, the certificate provides evidence that the business is currently recognized by the state and is in good standing according to the state's records.

For businesses expanding into another state, a Certificate of Good Standing may be required as part of the foreign-qualification process. The SBA specifically notes that many states require a Certificate of Good Standing from the business's state of formation when registering as a foreign business.

Quick Answer

What is a Certificate of Good Standing?

A Certificate of Good Standing is a document issued by a state showing that a business entity is active and in good standing under that state's records.

Businesses may need one when:

• Registering in another state
• Applying for financing
• Opening certain business accounts
• Entering certain contracts
• Completing a business transaction
• Working with certain government agencies
• Providing proof that the company is active

A Certificate of Good Standing is not the same thing as an annual report, business license, or tax return.

It is generally evidence of the company's current status rather than a recurring filing itself.

What Does "Good Standing" Mean?

Good standing generally means that the state considers the business active and compliant with the requirements necessary to maintain its entity status.

The exact definition varies by state.

A business may need to have:

• Required periodic reports filed
• Required state fees paid
• Required state taxes paid
• A current registered agent
• Required state information on file

The SBA explains that businesses have ongoing state filing and tax obligations and that legal compliance depends on the business structure and location.

Being in good standing does not necessarily mean the business has satisfied every legal, tax, licensing, employment, or regulatory requirement that could apply to it.

It generally means the business is in the required status with the state issuing the certificate.

Is a Certificate of Good Standing Required for Every Business?

No.

Most businesses don't need to obtain a Certificate of Good Standing every year simply because they operate a business.

Instead, a business may need one when a particular transaction or government filing requires proof of its status.

For example, a company expanding into another state may be asked to provide one.

The SBA specifically identifies Certificates of Good Standing as documents that many states may require when a company foreign-qualifies in another state.

Why Would a Business Need a Certificate of Good Standing?

There are several situations where a Certificate of Good Standing can become useful.

1. Registering in Another State

This is one of the most common reasons.

Suppose you formed your LLC in Utah and later need to register the company to conduct business in another state.

The new state may require evidence that your LLC is active in its home state.

That evidence may come in the form of a Certificate of Good Standing.

The SBA notes that foreign qualification often requires a Certificate of Authority and that many states also require a Certificate of Good Standing from the formation state.

2. Applying for Financing

A lender may want confirmation that your business is legally active before approving certain financing.

A Certificate of Good Standing can provide evidence that the entity is currently recognized by the state.

The exact requirements depend on the lender.

3. Opening Certain Business Accounts

Banks and other financial institutions may sometimes request documentation showing that a business is active and properly registered.

The specific documents required vary by institution and situation.

4. Completing a Business Transaction

A Certificate of Good Standing may be requested when:

• Selling a business
• Buying another business
• Entering a major contract
• Bringing in investors
• Completing a merger
• Completing certain acquisitions

The parties involved may want confirmation that the company exists and is currently active.

5. Government or Licensing Requirements

Certain government registrations, professional licensing processes, or other applications may require proof that the business is active.

Requirements vary by jurisdiction and industry.

Is a Certificate of Good Standing the Same as an Annual Report?

No.

This distinction is important.

Annual Report

An annual report is a recurring filing that updates information with the state and helps maintain the business's active status.

Certificate of Good Standing

A Certificate of Good Standing is a document issued by the state showing the company's current status.

Think of it this way:

Annual report = filing

Certificate of Good Standing = proof of status

An annual report may help the business remain in good standing, but filing an annual report doesn't necessarily produce a Certificate of Good Standing automatically.

See Annual Reports: What Small Businesses Need to Know for a deeper explanation of annual-report requirements.

Is a Certificate of Good Standing the Same as a Business License?

No.

These documents serve different purposes.

A Certificate of Good Standing generally confirms that a business entity is active with the state.

A business license generally authorizes a business to conduct a particular type of activity in a particular jurisdiction.

A business could have:

• An active LLC
• A Certificate of Good Standing
• A city business license
• A professional license
• Industry-specific permits

All of these can serve different purposes.

See Do I Need a Business License? to learn more about business licensing.

Is a Certificate of Good Standing the Same as a Certificate of Formation?

No.

A Certificate of Formation or similar formation document establishes or records the creation of the business entity.

A Certificate of Good Standing generally confirms the entity's current status.

For an LLC, for example:

Certificate of Formation → creates the LLC

Certificate of Good Standing → confirms current active status

The terminology varies by state, but the concepts are different.

How Do You Get a Certificate of Good Standing?

The process varies by state, but the general process is straightforward.

Step 1: Identify Your State

Determine the state where the business was formed or registered.

If you're being asked for a Certificate of Good Standing for a foreign registration, make sure you obtain the certificate from the appropriate state.

Step 2: Find the State Business Agency

The certificate is generally obtained through the state's business-registration agency.

Depending on the state, that may be:

• Secretary of State
• Department of State
• Corporation Commission
• Business Services Division
• Other state business agency

The SBA provides a state registration lookup tool to help businesses locate the appropriate state registration office.

Step 3: Search for Your Business

You will generally need information such as:

• Legal business name
• Entity number
• State registration information

Step 4: Confirm the Business Is in Good Standing

Before ordering the certificate, verify that:

• Required reports are current
• Required fees are paid
• Required state information is current
• The entity is active

If the business isn't in good standing, you may need to resolve the outstanding issue before obtaining the certificate.

Step 5: Request the Certificate

Follow the state's instructions for ordering the document.

Many states provide online ordering, although available methods vary.

Step 6: Pay the Required Fee

The state may charge a fee for the certificate.

Fees vary by jurisdiction and may differ depending on whether you request standard or expedited processing.

Step 7: Save the Certificate

Once received, save the certificate with your other important business documents.

Keep Your Business Status Current →

Startup to Corporate helps you organize recurring compliance requirements, business documents, and important deadlines so you can stay ahead of the requirements that keep your business active.

How Much Does a Certificate of Good Standing Cost?

There is no nationwide fee.

Each state establishes its own fees.

The cost can depend on:

• State
• Business structure
• Processing method
• Standard vs. expedited service
• Delivery method

Because fees can change, check the current fee schedule with the applicable state agency before ordering.

How Long Does It Take to Get a Certificate of Good Standing?

Processing times vary.

Some states offer immediate online certificates.

Others may require additional processing time.

If you need the certificate for a transaction, foreign qualification, financing, or another deadline, don't wait until the last minute.

Also check whether the receiving organization requires a certificate issued within a particular number of days.

How Long Is a Certificate of Good Standing Valid?

A Certificate of Good Standing doesn't necessarily have one universal expiration date.

Instead, the organization requesting it may establish a freshness requirement.

For example, a state where you're registering as a foreign business might require a certificate issued within a specific period before your application.

A lender or other third party may have its own requirements.

Best practice

If someone asks you for a Certificate of Good Standing, ask:

"How recently does the certificate need to have been issued?"

That can prevent you from ordering a certificate that is too old for the transaction.

What If My Business Isn't in Good Standing?

If your business isn't in good standing, don't assume the problem requires forming a new company.

First determine why the entity is not in good standing.

Possible issues can include:

• Missing annual reports
• Unpaid filing fees
• Unpaid state taxes
• Outdated business information
• Registered-agent problems
• Other state compliance issues

The correction process depends on the state.

You may need to:

• Identify the outstanding requirement.
• File missing documents.
• Pay outstanding fees or taxes.
• Update business information.
• Complete any reinstatement process.
• Confirm that the entity has returned to good standing.

The SBA emphasizes that ongoing state filings and taxes are part of maintaining business compliance.

Can You Get a Certificate of Good Standing If You Missed an Annual Report?

Possibly, but it depends on the state and the circumstances.

If a missed annual report has caused the business to fall out of good standing, you may need to bring the business current first.

That could involve:

• Filing the missing report
• Paying the filing fee
• Paying late fees
• Resolving tax issues
• Completing reinstatement requirements

This is another reason to treat annual reports as part of an ongoing compliance system rather than something to think about once a year.

See Small Business Compliance Checklist for a broader review of recurring business requirements.

Certificate of Good Standing for an LLC

LLCs are among the most common businesses that may need a Certificate of Good Standing.

If you own an LLC, your checklist should include:

• Confirm the LLC is active
• Confirm annual or periodic reports are current
• Confirm state fees are current
• Confirm registered-agent information
• Confirm business address
• Check for outstanding state requirements
• Order a Certificate of Good Standing when needed
• Store the certificate in your business documents

Remember that LLC requirements vary by state.

Certificate of Good Standing for a Corporation

Corporations can also obtain Certificates of Good Standing or equivalent state documents.

Because corporations generally have additional governance requirements, their compliance system may include both state filings and internal corporate records.

The SBA notes that corporations generally have more formal internal requirements than LLCs, including maintaining bylaws, recording certain corporate actions, and holding required meetings.

A Certificate of Good Standing does not replace those internal governance requirements.

Certificate of Good Standing for Foreign Qualification

Foreign qualification is one of the most important situations to understand.

In this context, foreign does not mean foreign country.

A domestic business that is formed in one U.S. state and registers to do business in another state is generally considered a foreign entity in the second state.

For example:

Utah LLC → registers to do business in Texas

The LLC is domestic in Utah and foreign in Texas.

The SBA explains that businesses expanding into another state may need foreign qualification and that many states require a Certificate of Good Standing from the formation state as part of that process.

Related Resource

See Business Licenses by State for more information about how requirements can differ across jurisdictions.

Certificate of Good Standing Checklist

When you need a Certificate of Good Standing, use this checklist:

• Identify the requesting organization
• Determine which state must issue the certificate
• Identify the state's business-registration agency
• Verify the business is active
• Verify annual or periodic filings are current
• Verify required fees are paid
• Verify registered-agent information
• Confirm the required certificate date
• Order the certificate
• Pay the applicable fee
• Download or receive the certificate
• Save it with your business documents
• Submit it to the requesting organization
• Track any expiration or freshness requirement

Common Certificate of Good Standing Mistakes

1. Assuming the Certificate Is Automatically Provided

It usually isn't something you receive every year simply because your business remains active.

You generally request it when needed.

2. Confusing It With an Annual Report

An annual report is a recurring filing.

A Certificate of Good Standing is proof of current status.

3. Ordering It From the Wrong State

If you're registering in another state, make sure you understand which state must issue the certificate.

4. Waiting Until the Last Minute

Processing times vary, and the organization requesting the certificate may have a deadline.

5. Using an Outdated Certificate

Some transactions require a recently issued certificate.

6. Assuming Good Standing Means Total Compliance

A Certificate of Good Standing generally addresses the entity's status with the issuing state.

It doesn't necessarily prove compliance with every tax, licensing, employment, regulatory, or contractual requirement.

7. Not Saving the Certificate

Once you receive the document, save it with your other important business records.

How Certificate of Good Standing Fits Into Your Compliance System

A Certificate of Good Standing is not usually something you need to obtain every month or every year.

Instead, it belongs in the broader business compliance system.

Your system should track:

Recurring Requirements

• Annual reports
• Tax filings
• License renewals
• Permit renewals
• Registered-agent requirements

Business Documents

• Formation documents
• Operating agreement
• EIN documentation
• Licenses
• Permits
• Tax registrations
• Certificates of Good Standing
• Filing confirmations

Trigger Events

• Expanding to another state
• Applying for financing
• Selling the business
• Adding investors
• Entering certain contracts
• Registering for certain programs

The SBA recommends maintaining business records and staying current with state filing and legal requirements.

Bottom Line

A Certificate of Good Standing is an official state document that provides evidence that a business entity is active and in good standing according to the state's records.

It is different from:

• An annual report
• A tax return
• A business license
• A Certificate of Formation

You may need one when expanding into another state, applying for financing, completing certain transactions, or satisfying a government or business requirement.

The most important thing is to understand that good standing is something you maintain through ongoing compliance.

Keeping annual reports, taxes, licenses, registered-agent information, and other requirements current makes it much easier to obtain proof of your business's status when you need it.

Keep Your Business Ready for What Comes Next →

Startup to Corporate helps you organize your business compliance, documents, and deadlines so important requirements don't get overlooked when your business is growing.