How to Get a Certificate of Good Standing in Michigan

As a business owner, you may find yourself in a situation where you're asked to prove your entity's good standing status with the state. This is a normal compliance step if you're seeking lenders, opening a business bank account, or even thinking of expanding your business into another state.

Most of the time, all you'll need to prove your entity is in compliance is a certificate of good standing issued by the Michigan Department of Licensing and Regulatory Affairs (LARA), Corporations Division. This guide covers exactly what you need to do to get your certificate, as well as steps to take if you find your business has lost its good standing in the eyes of the state.

What is a certificate of good standing?

A certificate of good standing is an official document confirming that your LLC or corporation is legally registered and compliant in Michigan. It confirms your entity's formation or registration date, that you've met your annual filing obligations, and that your business is authorized to operate in Michigan.

Lenders, investors, other states, and contract counterparties rely on it as proof that your business is active and current.

When do you need a certificate of good standing?

There are a number of different scenarios where you may need to prove good standing. Here are some of the most common:

• Applying for a business loan or line of credit. Lenders require it to confirm your business is legally active and current with state obligations.
• Registering your Michigan entity in another state. Most states require a Michigan good standing certificate as part of the foreign qualification process.
• Signing a significant contract or partnership agreement. Investors and counterparties in major deals frequently request one to verify your entity's legal status.
• Completing a business acquisition or sale. During due diligence, the buyer's team will typically require a current certificate.
• Opening a business bank account. Some financial institutions request one when establishing a new account.

How to check if your Michigan LLC or corporation is in good standing

Before you request your good status certificate, you should verify that your entity is, in fact, in good standing. LARA won't issue a certificate if your entity has unresolved compliance issues.

You can easily check your entity's status by using the MiBusiness Registry Portal's business search tool.

• Step 1: Search by business name or file number. Your LARA-assigned entity ID produces the most precise results; searching by exact registered name works too.
• Step 2: Open your entity's record and locate the two status fields: Entity Status reflects your entity's broader status, AR Standing reflects whether annual report or statement filings are current. You'll want your Entity Status to be "Active" and your AR Standing to be "Good" in order to request your certificate.

What to do if your Michigan business is not in good standing

"Not Good" standing is fixable, but you have to resolve it before ordering a certificate.

The most common cause for a loss of good standing is missed annual filings. Failing to file for two consecutive years results in loss of good standing (for domestic entities).

A company not in good standing remains legally in existence but loses the exclusive right to its business name, can't obtain a certificate of good standing, and LARA will refuse any other filings until status is restored. Restoration is also a prerequisite for filing a certificate of dissolution.

To restore your entity's good standing, file all missing annual reports and fees, plus any late fees. If your entity is an LLC, you'll also need to pay a $50 fee for a certificate of restoration. If your entity is a corporation, you'll need to submit a certificate of renewal of corporate existence (also $50).

After you submit your restoration filing, you have to wait for LARA to process and approve it before your AR Standing updates. Non-expedited submissions take up to 10 business days. If you're working against a deadline, submit the restoration well before you need the certificate. Once AR Standing shows "Good", you're ready to order.

How to get your certificate of good standing in Michigan

The good news is that once you have confirmed that your entity is in good standing, the process for getting your certificate is relatively simple:

The fastest way to obtain your certificate is to complete the request online:

• Step 1: Go to the MiBusiness Registry Portal and search for your entity following the same steps listed above. You must be logged in to an active account in order to request a certificate. If you don't already have an account, create one.
• Step 2: Request access to your entity by selecting "Request Access" from the slide-out drawer and answering two verification questions.
• Step 3: Select the Certificate of Good Standing order from your entity's record and pay the $10 fee by debit or credit card.
• Step 4: Receive your certificate as a PDF delivered to your MiLogin for Business email. Standard online orders take approximately three business days; expedited service processes by the end of the next business day.

How LegalZoom can help

LegalZoom's compliance services can take a number of tasks off of your hands, from filing annual reports to serving as your registered agent. Our certificate of good standing service can help you acquire your certificate.

If you need to get your business back into good standing first, our reinstatement management service can help you get back to active status and address ongoing compliance deadlines so you don't fall out of good standing again.

Michigan certificate of good standing FAQs

Can anyone order a certificate of good standing?

Yes. Any person with a MiLogin for Business account can order one. LARA doesn't restrict requests to the business owner. Sole proprietors aren't eligible, as sole proprietorships aren't registered with LARA.

How long is a Michigan certificate of good standing valid?

LARA sets no formal expiration date. In practice, most requesting parties require the certificate to have been issued within the last 30 to 90 days.

What is the difference between a Michigan certificate of good standing and a certificate of existence?

Different states have different names for the document it issues to prove an entity's good standing status. Michigan uses the term "certificate of good standing," but other states use "certificate of existence" and "certificate of status," among others. If a counterparty or another state requests a "certificate of existence" for your Michigan entity, a Michigan certificate of good standing is the correct document to provide.