There are two main certificates of good standing in Massachusetts.
- A certificate from the Secretary of the Commonwealth of Massachusetts confirms that a business entity is legally active and compliant with state filing requirements.
- A certificate from the Massachusetts Department of Revenue (DOR) verifies that a business has filed and paid all its Massachusetts taxes.
Banks, lenders, and out-of-state agencies generally ask for a certificate from the Secretary of the Commonwealth, while licensing boards and certain financial arrangements may call for a certificate from the DOR. This guide covers both certificates, which one you’ll need, how to request it, what it costs, and how long the process takes.
Massachusetts certificate of good standing: Which certificate do you need?
The Secretary of the Commonwealth issues a certificate of good standing to confirm that your business entity is legally active, has filed all required annual reports, paid all associated fees, and has not voluntarily dissolved or been administratively revoked.
Your business may need a certificate of good standing from the Secretary of the Commonwealth to do one of the following:
- Open a business bank account
- Apply for a business loan
- Register a foreign business
- Attract outside investors
- Merge or sell the business
The DOR issues a certificate of good standing and/or tax compliance to confirm a business is current on its Massachusetts taxes. Your business may need a certificate of good standing from the the DOR to do one of the following:
- Sell a business or obtain financing
- Renew or transfer a liquor license
- Authenticate a marijuana license
- Work with the Gaming Commission and/or other agencies
- Reinstate a business license
Note: The Secretary of the Commonwealth also provides a certificate of legal existence that only confirms a business entity organized under the laws of the state. It doesn’t speak to that business’ active status or filing compliance.
How to get a certificate of good standing from the Secretary of the Commonwealth
You can request a certificate of good standing through the Secretary of the Commonwealth, Corporations Division. Here’s how.
- Click “Certificate Request Form” under “Certificates & Certified Copies” on the Corporations Division homepage.
- Search for your business entity by its business identification number. If you don’t know your ID number, conduct a Massachusetts entity search and request a certificate directly from your business entity’s records page.
- Select “Certificate of Good Standing” under the certificate types.
- Check the email delivery box if you want to receive your certificate via email. Otherwise, the certificate will arrive by mail. If there is no box to check, this option isn’t available to your entity.
- Submit your request and pay the filing fee, which is $12 for corporations and $25 for LLCs, LPs and LLPs. There is also a $3 expedited service fee for corporations and a $6 expedited service fee for LLCs, LPs, and LLPs.
- Receive and verify your certificate in one to 10 business days depending on your payment method. Credit card payments process your request faster than paper checks.
How to get a certificate of good standing from the Department of Revenue
You can order a certificate of good standing and/or tax compliance through MassTaxConnect, the DOR’s online filing portal. Here’s how.
If you have a MassTaxConnect account:
- Log into your MassTaxConnect account.
- Open the "More" tab from your dashboard.
- Select "Request a Certificate of Good Standing" under Other Actions.
- Choose the reason for your request from the dropdown list.
- Complete the application and submit. There’s no filing fee.
If you don't have a MassTaxConnect account:
- Navigate to MassTaxConnect.
- Under "Individuals or Businesses," select "Request a Certificate of Good Standing."
- Select the reason for your request from the dropdown list.
- Complete the application and submit your request.
Once approved, the DOR will generally mail your certificate within one to two business days. Or, you can print your certificate through MassTaxConnect.
Why was my certificate of good standing denied?
Most likely, your certificate of good standing was denied because your business entity is not actually in good standing with the required office. Here are some of the most common reasons a business can’t get a certificate of good standing.
From the Secretary of the Commonwealth:
- An overdue annual report. Businesses won’t be able to receive a certificate of good standing if they have filed their most recent annual report. File the overdue report, pay any late fees, and then resubmit once the filing is reflected in your entity record.
- Your business has been administratively revoked. Similarly, a certificate of good standing isn’t available to dissolved business entities. Pay any outstanding annual reports and reinstate your business before reapplying.
From the DOR:
- Unfiled tax returns. The DOR evaluates business tax obligations across every tax type your business is registered for. File the missing return through MassTaxConnect, then wait at least 24 hours before reapplying.
- Outstanding tax liabilities. Pay the balance in full through MassTaxConnect, allow time for the payment to post, then resubmit.
Once your entity is back in good standing and current on taxes, you can request either or both certificates.
How LegalZoom can help
As a business owner, you have your hands full with running a company. So let LegalZoom help you request a certificate of good standing from the Secretary of the Commonwealth. Just answer a short questionnaire, and we’ll create and submit your request promptly. If you need to get back into good standing, our reinstatement service can help you make a roadmap to get back on track, then help you manage future deadlines so you don’t get behind again.
FAQs for a Massachusetts certificate of good standing
How long does it take to get a certificate of good standing in Massachusetts?
The Secretary of the Commonwealth certificate typically processes within a few business days if you pay your filing fee online, but can take up to 10 business days if you mail in a paper check. The DOR certificate is generally available to print within one to two business days following approval.
How much does a Massachusetts certificate of good standing cost?
The DOR certificate is free. The Secretary of the Commonwealth charges $12.00 for corporations and $25.00 for LLCs and LLPs. Confirm current fees with the Secretary of the Commonwealth before submitting.
Can I use an electronic certificate from the Massachusetts Secretary of the Commonwealth?
Yes, an emailed certificate of good standing includes the Massachusetts State Seal and a unique certificate number verifiable through the Corporations Division website. To receive your certificate by email, select the email delivery checkbox on the certificate request form. Keep in mind, this option isn’t available to all entities.
How long is a Massachusetts certificate of good standing valid?
Massachusetts doesn't set an expiration date for certificates of good standing. It’s best to confirm with the requesting party how recent the certificate should be.
What is a Massachusetts corporate tax lien waiver, and is it the same as a certificate of good standing?
No, a Massachusetts corporate tax lien waiver is an official document that certifies that the Commissioner of Revenue waives its lien on a business entity’s assets. A tax lien is a claim that the Commissioner of Revenue files when a business fails to pay its taxes.
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