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A certificate of good standing is a document that says your company is legally registered with your state. The document is proof that you’re authorized to do business there and that you follow all state requirements, like submitting required documents and paying taxes and other fees.
It basically proves you’re a legit business.
This certificate also goes by other names, including certificate of existence, status certificate, certificate of authorization, and certificate of status. But “certificate of good standing” is the most common way to refer to the document.
Just as the name can vary depending on the state, the certificate can also look different. Here’s an example of what a certificate of good standing can look like in Oregon vs. California.
Do I need a certificate of good standing?
While you’re not required to have it to legally do business in your state, you may need one if you’re going through any of the following situations:
- Competing for a government contract
- Opening a business bank account
- Insuring your business
- Funding your business
- Wooing potential business partners
- Forming a contract with another company
- Registering to do business in another state
- Renewing certain licenses and permits
- Selling your business
- Setting up a system that’ll allow you to process credit or debit payments
Many of the situations listed above are essential to growing your business, so you may want to get certified before you plan on doing any of those things.
While certificates of good standing aren’t mandatory, it’s still important to maintain good standing with your state. If you don’t comply with your state’s regulations, you could be fined, lose the liability protection you got from incorporating, lose access to state courts, and more.
How can I get a letter of good standing from my state?
Dealing with the government can be tedious at times. But it’s pretty easy to get a letter of good standing. In most cases, you can receive one within a few weeks (and sometimes immediately).
Here’s what you need to do:
1. See if your business entity is required to register with your state
You can only get a certificate of good standing if your business is registered with your state. Check your business entity below to see if you’re required to register.
|Business entity||Do you need to register with your state?|
|Limited liability company (LLC)||Yes|
|Limited liability limited partnership (LLLP)||Depends on your state|
|Limited liability partnership (LLP)||Depends on your state|
|Limited partnership (LP)||Depends on your state|
|Partnership||Depends on your state|
If you’re not sure whether you can register with your state, contact your state’s business filing agency. (See step #3.)
2. Make sure your business satisfies the other requirements
Your company must also be “in good standing” if you want a certificate. Good standing requirements vary by state, but in general it means:
- You’re current on all your taxes and fees
- You’ve filed all necessary reports
If your company is registered with the state, you can check its status online—usually with your state’s business filing agency.
And that brings us to the next step:
3. Request a certificate from your state’s business filing agency
You can get a certificate of good standing from the business filing agency in your state.
In many cases, this is your secretary of state office (or one of its subdivisions). However in some cases, you’ll need to find the equivalent agency that’s responsible for filing entities and maintaining state records.
Depending on your state, you may be able to request a certificate in person, online, over the phone, or by mail, email, or fax.
Here’s where you can request a certificate in each state, along with how much you may have to pay:
*Note that these costs reflect the filing fees as published at the time this article was written and are subject to change.
If you don’t have time to apply, you can also pay a legal service company to file for a certificate on your behalf.
4. Make sure your good standing certificate is valid for your specific use case
Certificates of good standing usually have expiration dates, which can vary by state and purpose. For example, one lender might want to see a certificate that’s no older than 60 days, while another might be fine with one that’s up to a year old.
In many cases, certificates are valid for up to 90 days. You can check with the place requesting the certificate to see if yours is valid.
If you want to do business in a state you aren’t registered in, you may need to register in that state as a foreign entity and provide a certificate of good standing from your home state. Different states may require that your certificate is dated within a certain amount of time, so be sure your certificate is valid before filing with that state.
Below are the different states’ requirements:*
- Less than 30 days old: Arkansas, Washington D.C., Michigan, New Jersey, New Mexico, South Carolina, Vermont, and Wyoming
- Less than 60 days old: Arizona, Hawaii, Illinois (for LLCs), Indiana, Missouri, Nebraska (for corporations), New Hampshire, Oklahoma, Oregon, Rhode Island, Tennessee, and Wisconsin
- Less than 90 days old: Connecticut, Florida, Georgia, Idaho, Iowa, Kansas, Louisiana, Maine, Maryland, Massachusetts, Nevada, North Dakota, Ohio, South Dakota, and Washington
- Less than 6 months old: California, Delaware, Mississippi, Montana, Nebraska (for LLCs), and North Carolina
- Less than a year old: New York and West Virginia
- Doesn’t require a certificate: Alaska, Colorado, Kentucky, Minnesota, Pennsylvania, Texas, and Alabama (for LLCs)
*Note that this list reflects the requirements as published at the time this article was written and is subject to change.
How long will it take to get my letter of good standing?
It depends. If you’re already in good standing, you may be able to download it right after paying for it, depending on your state. If you want your state to mail you a copy, you may have to wait a week or two.
Remember—if you’re not currently in good standing, you’ll need to fix that before requesting a letter.
While certificates of good standing aren’t required for business owners, you may need one if you ever want to compete for a government contract, apply for a business loan, get business insurance, or grow your company in another way.
The good news is that getting a certificate is usually quick and cheap. Just reach out to your state’s business filing agency to begin the process.