If you own a Minnesota business and you plan to open a business bank account, obtain a loan, or expand your business to another state, you may one day need to obtain a certificate of status (commonly called a certificate of good standing in other states).
This guide covers the steps to obtain your certificate of status, common situations when you might need one, and what to do if your business has lost good standing with the state.
What is a certificate of status?
A certificate of status is an official document confirming your business is active and current on its state filing requirements. The Minnesota Secretary of State issues it under the name "certificate of status" though you may also hear it called a “certificate of existence” or “certificate of good standing” in other states. Banks, lenders, and out-of-state agencies recognize all of these certificates, regardless of their name.
The certificate captures your business' legal standing at a specific moment in time. It shows lenders, government agencies, and out-of-state registrars that your LLC, corporation, or other registered entity is recognized by the state of Minnesota and current on its required filings, which is why outside parties typically request it.
When do you need a Minnesota certificate of status?
You'll typically need this document when:
- Opening a business bank account. Many banks require proof of active registration before approving a new account.
- Registering in another state. Foreign qualification almost always requires a certificate from your home state.
- Applying for a business loan or line of credit. Lenders use it to confirm your entity is legally recognized and in good standing.
- Entering major contracts. Some partners and vendors want to see it before signing anything.
- Selling or acquiring a business. Buyers routinely ask for it during due diligence.
- Applying for certain business licenses. Some licensing authorities require proof of active state registration before issuing or renewing a license.
In each case, the requesting party specifies when they need the document. Because the certificate is a formal attestation of active status, Minnesota can only issue it to businesses that are currently in good standing.
How to get a certificate of status in Minnesota
You can order your certificate of status directly through the Minnesota Secretary of State's online business portal. The process is straightforward.
- Step 1: Search for your entity’s record page. Perform a business search using your entity name or file number.
- Step 2: Confirm your status. In your entity’s file, verify that your status is set to “active/in good standing”. If your entity shows as “inactive,” “dissolved,” or “delinquent,” you'll need to resolve those compliance issues before you can request a certificate of status.
- Step 3: Order your certificate. Click the order button on the top of your results page to be taken to the ordering screen. Note that you will need to have an active account in order to complete this step.
- Step 4: Complete payment. Enter your delivery information and pay the $15 certificate fee. Certificates are delivered to the email address you provide within minutes after payment.
You may also order your certificate of status by mail. The cost is $5, rather than $15, but the process requires a longer wait time. To obtain your certificate by mail, send a completed request form and payment to:
Minnesota Secretary of State
First National Bank Building
332 Minnesota Street, Suite N201
Saint Paul, MN 55101
If you'd prefer to have someone handle the ordering process, LegalZoom can obtain certificates of good standing in all 50 states.
What to do if your Minnesota LLC or corporation is not in good standing
If your business isn’t in good standing, you won’t be able to obtain a certificate of status until your good standing is restored, and your path to restoring good standing with the state will depend on why you lost good standing status in the first place.
Missed annual renewal filing
Minnesota requires all registered entities to file a renewal once per calendar year. The online filing fee is $0 for most entity types. To correct a missed filing, file the overdue renewal through the portal to restore active status.
If you’ve failed to stay current with all your legal and compliance obligations, the state may opt to administratively dissolve your entity, which can prevent you from continuing to operate. In addition to correcting the actions that led to your administrative dissolution, reinstatement for a Minnesota LLC or domestic corporation requires filing for reinstatement and paying a $25 fee.
Your entity is dissolved and can't be reinstated
A fully dissolved entity that isn't eligible for reinstatement can't receive a certificate of status. In this instance, you’ll need to form a new business entity before a certificate can be issued.
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 a Minnesota certificate of status, and if your filing is rejected or incorrect due to our error, we'll correct it with the government agency at no additional cost to you.
If you need to get your business back into good standing first, our reinstatement management service will help you draw up a roadmap and manage ongoing compliance deadlines so you don’t fall out of good standing again.
Minnesota certificate of status FAQs
Does a Minnesota certificate of status expire?
There's no set expiration date, but the certificate reflects your business' standing on the day it's issued. The requesting party may impose its own recency requirement, often 60–90 days. For that reason, you should order your certificate shortly before you need to submit it.
Can a foreign LLC registered in Minnesota get a certificate of status?
Yes. A foreign LLC registered to do business in Minnesota must file annual renewals just like domestic entities. If it's current and shows an active status, it can order a certificate of status through the same portal.
Is a Minnesota certificate of status the same as a certificate of existence?
Yes. Certificates of good standing are also called certificates of status, certificates of existence, or certificates of compliance depending on the state. Minnesota's certificate of status satisfies a request for any of these.
Who can request a Minnesota certificate of status?
Anyone. You don't need to be the owner or an authorized representative. The document reflects publicly available information and is accessible to lenders, attorneys, and business partners.