Certificate of Good Standing: What It Is, How to Get One, and What to Do If You Don't Qualify

Even within a single state, the name can vary by entity type. Virginia, for example, issues certificates of good standing for corporations but certificates of fact of existence or registration for LLCs.

Regardless of name, the legal function is identical: the state certifies that your business is registered and current on its required filings and fees. If you're not sure whether the name on your document will satisfy a third party's requirement, confirm with them before you order.

What is the use of a good standing certificate?

A certificate of good standing proves to banks, lenders, other states, and business partners that your entity is legally registered and current on its state-required obligations. Here are the most common situations that call for one.

• Opening a business bank account. Most banks require it before they'll set up a commercial checking account.
• Applying for a business loan or line of credit. Lenders use it to confirm your entity is active before approving financing.
• Registering to do business in another state (foreign qualification). The new state's filing office typically requires a certificate from your home state as part of the application.
• Closing a commercial real estate transaction or signing a major lease. Landlords and title companies routinely request it before executing agreements.
• Completing a business acquisition, merger, or investor funding round. Buyers and investors treat it as a baseline due diligence document.
• Renewing certain business licenses or permits. Some state and local agencies require proof of good standing at renewal.
• Responding to a legal or regulatory request. Courts and regulatory bodies may ask for it to verify your entity's status.

Foreign qualification filings and most bank account openings are mandatory. You cannot complete the process without one. Others, like investor due diligence or lease negotiations, are more discretionary, but presenting one signals that your business is organized and compliant.

Who needs a certificate of good standing?

Certificates of good standing are issued only to formally registered business entities. The specific trigger depends on how your business is structured and where it operates.

Domestic businesses

If your LLC or corporation operates only in its home state, you'll most commonly need a certificate when a bank, lender, or licensing authority asks for proof that your business is active and compliant. The certificate confirms you've met state requirements: filing annual reports, paying required fees, and maintaining a registered agent.

Businesses expanding to a new state (foreign qualification)

When an LLC or corporation registers to do business in a second state, the new state's Secretary of State typically requires a certificate of good standing from your home state as part of that application. The new state will not process your foreign qualification filing without it.

Sole proprietors and general partnerships

Certificates of good standing are issued only to formally registered entities: LLCs, corporations, and LLPs. If you operate as a sole proprietor or a general partnership that has never filed formation documents with the state, no state agency will issue one.

How to check whether your business is in good standing

Every state maintains a free, publicly searchable business entity database. Go to your state's Secretary of State website, find the business entity search tool, and enter your entity name or registration number. The search is free in virtually every state.

The status field in your results is what matters.

• Active / Good Standing. Your entity is current on all required filings and fees. You're eligible to request a certificate.
• Delinquent / Past Due. Your entity has overdue obligations, typically an unfiled annual report or unpaid state fees. The state will not issue a certificate until you clear them.
• Dissolved. Your entity has been administratively dissolved. Most states allow reinstatement, but the process takes more time and usually costs more than correcting a simple delinquency.
• Revoked. Common terminology in states that revoke authority to do business rather than dissolve the entity outright. Reinstatement is required before you can receive a certificate.

Check your status before you order. Submitting a certificate request when your entity is delinquent wastes time and fees.

What to do if your business is not in good standing

A business that isn't in good standing will be denied a certificate until you clear the underlying issues. Here's how to work through the remediation process.

1. Identify exactly why your status is delinquent. Log into your state's business portal or contact the Secretary of State's office directly and request a full list of outstanding obligations. The specific deficiencies determine your next steps.
2. File any overdue annual reports or biennial statements. Missed annual reports are the most common cause of lost standing. Most states charge a late fee on top of the standard filing fee, and some cap how many years you can refile before requiring full reinstatement.
3. Pay any outstanding franchise taxes or state fees. If the delinquency involves state taxes, you'll typically need to contact your state's Department of Revenue or Taxation separately from the Secretary of State's office.
4. Confirm your registered agent is active and current. A lapsed or resigned registered agent can trigger a loss of standing that's easy to overlook.
5. Wait for the state to update your records. Some states reflect corrections within 24 to 48 hours for online filings; others take several business days.
6. Request the certificate only after your portal status reads active or in good standing. Submitting before the update processes will result in another denial and another fee.

If you're not sure where your compliance gaps are, LegalZoom has helped more than 5 million businesses get started and stay compliant, including identifying overdue filings and resolving the standing issues that block certificate requests.

How to get a certificate of good standing in the U.S.

Once your status shows active, the process follows the same basic steps across all states.

1. Confirm your business is currently in good standing. If you've just resolved a delinquency, verify that your state's portal reflects the corrected status before proceeding.
2. Identify the correct issuing agency. In most states, this is the Secretary of State. Some states route the request through a Department of State, a Department of Revenue, or another licensing agency.
3. Submit your request. Most states offer online ordering through their official business portal. Some also accept mailed requests or in-person submissions.
4. Pay the applicable fee. Fees vary by state and by whether you choose standard or expedited processing. Typical costs range from $0 to $50.
5. Receive and verify the certificate. Before you hand it off, check that the entity name, standing status, and issue date all appear correctly.

Processing times range from same-day for online expedited requests to seven to ten business days for standard mail submissions. Most third parties require a certificate issued within 30 to 90 days of the transaction, so confirm that window before you order.

State-by-state certificate names, fees, and processing times

The table below covers the most commonly searched states and reflects information verified from official state agency sources. Always confirm current fees and processing times directly with your state's issuing agency before submitting a request.