A Certificate of Good Standing is an official document issued by a state government agency (usually the Secretary of State) that confirms a business entity is legally registered and authorized to operate in that state. It verifies that the company has complied with all state requirements, such as filing annual reports and paying taxes, and is in "good standing" with the state.
This certificate is often required when a business seeks to expand to another state, open a bank account, secure financing, or enter into contracts.
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Key Facts
- Issued by State Authorities: In the U.S., it is typically issued by the Secretary of State or equivalent office where the business is registered.
- Applies to Registered Entities: Includes LLCs, corporations, and limited partnerships - not required for sole proprietorships in most cases.
- Reflects Current Status: It confirms that the business is properly formed and registered, has no outstanding fees, taxes, or penalties, and has filed required annual or biennial reports.
- Valid for a Limited Time: Often valid for 30 to 90 days, depending on the state. You may need a recent certificate for certain transactions.
- Needed For:
- Registering in another state (foreign qualification)
- Opening business bank accounts
- Securing loans or investments
- Bidding for government contracts
- Mergers, acquisitions, or dissolutions
- Easy to Obtain Online: Many states allow you to request and download a Certificate of Good Standing via their website for a small fee (usually $5–$25).
1. What is a Certificate of Good Standing?
It’s a legal document issued by the state confirming that your business is compliant with state regulations and authorized to do business there.
2. Why do I need a Certificate of Good Standing?
You may need it to:
- Register your business in another state
- Open a bank account or apply for a loan
- Prove your business is legitimate to partners or investors
3. How do I get a Certificate of Good Standing?
Request it through your state’s Secretary of State website. You’ll typically need:
- Your business name or entity ID
- A small processing fee
- Compliance with all reporting and tax requirements
4. How long is a Certificate of Good Standing valid?
Usually valid for 30 to 90 days, depending on how and where it’s being used. Some institutions require a certificate dated within the last 60 days.
5. Can I get a Certificate of Good Standing if I owe taxes or missed filings?
No. Your business must be in full compliance - meaning no delinquent taxes, fees, or missed filings - to be eligible.
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