The certificate that Ohio businesses use to demonstrate their status with the Ohio Secretary of State depends on the entity type. Corporations receive a certificate of good standing, while limited liability companies (LLCs) receive a full force and effect certificate.
If you need to provide evidence of your business’ compliance with the Secretary of State, you’ll likely need a certificate of good standing or full force and effect certificate, depending on your business structure. This guide covers what theseis certificates confirms, how to determine whether your business qualifies, how to order one, and the steps to take if your company isn’t in good standing. Although the certificates have different names based on entity type, for simplicity, we’ll use the term “certificate of good standing” throughout this guide to refer to both.
Ohio certificate of good standing at a glance
- The Ohio Secretary of State issues certificates of good standing for registered business entities.
- To request a certificate, you'll need your Ohio business entity number, available through the Secretary of State’s business search tool.
- A certificate of good standing costs $5.
- Your Ohio business entity must be current on all Secretary of State filings to qualify.
What is an Ohio certificate of good standing?
An Ohio certificate of good standing is an official document from the Ohio Secretary of State confirming that your business entity is properly registered and current on all required state filings.
Banks, lenders, licensing boards, and out-of-state registration offices may use it to verify that your business is legally authorized to operate in Ohio.
When Ohio businesses need a certificate of good standing
Ohio businesses may often get asked for a certificate of good standing in the following scenarios:
- Opening a business bank account. Many banks and credit unions want proof that your Ohio business entity is active and in good standing before they'll open a business bank account.
- Applying for a business loan or line of credit. Lenders use the certificate to confirm that your business is legally authorized to operate in Ohio before extending credit, whether that's a traditional bank loan, small business financing, or an alternative lending product.
- Obtaining a state or professional license. Certain Ohio agencies and professional licensing boards require a current certificate as part of the application or renewal process.
- Registering to do business in another state. When an Ohio business expands into a new state, the receiving state typically requires a certificate of good standing from Ohio as part of the foreign qualification process.
- Entering into major contracts. Some commercial contracts, especially with larger companies or government entities, require proof of good standing before contract signing.
Refer to our comprehensive guide for a broader look at what a certificate of good standing proves and when you need one.
Ohio certificate of good standing eligibility
Before issuing a certificate, the Ohio Secretary of State checks that your business is current on all required state obligations. A gap in either one will get your request denied until you fix the issue.
Only state-registered entities can request a certificate. That includes Ohio LLCs, for-profit corporations, nonprofits, limited partnerships, and limited liability partnerships (LLPs). Sole proprietors and general partnerships can't get one.
To find out if your business is active (in good standing), do a quick search using the Secretary of State's business search tool. Only request a certificate when your entity status shows “active.”
Common reasons an Ohio business is not in good standing
If your business search shows that your company isn’t in good standing, there are a few reasons why this might be the case:
- Lack of compliance with the Secretary of State’s office. Make sure that all required filings have been submitted, fees have been paid, and that your Ohio statutory agent (called a registered agent in other states) and address are up to date.
- Delinquent biennial report filings. Ohio doesn't require annual reports for businesses, but certain entity types, such as LLPs and professional associations, must file biennial statements or reports. Check what applies to your entity type and ensure that your required filings are current.
How to restore good standing with the Ohio Secretary of State
For corporations and LLCs canceled by the Secretary of State: You’ll need to go through the reinstatement process within two years of cancellation. Fill out Form 525A if your entity was cancelled for failure to maintain a statutory agent or Form 525B if your entity was cancelled for failure to file a periodic report and, pay the $25 filing fee, and mail everything to the address listed on the form or file online.
For professional associations or LLPs that missed a biennial statement or report: File the delinquent report along with the applicable filing fee.
Once your entity's status returns to active, you can order your certificate of good standing.
Note: The Ohio Secretary of State holds a canceled entity's name for one year from cancellation. After that, someone else can claim the name, and reinstatement would require a name change and amendment filing.
How to get an Ohio certificate of good standing from the Secretary of State
The certificate request process is online and takes only a few minutes. Here’s how to do it.
- Confirm that your entity is active. Check your entity’s status using the Secretary of State’s business search tool. Type in your business name, then click “Search.” In the search results, the “Status” column will display your entity’s current status. (You can click “Show Details” on the right-hand side to view all of your business information.)
- Find your Ohio entity number. To request a certificate, you’ll need your business entity number. This is a unique ID number issued by the Ohio Secretary of State. On the search results page of the business search tool, view your ID number in the “Entity#” column.
- Order your certificate of good standing. Navigate to the Secretary of State’s certificate of good standing request page. Enter all of the required information, including name, business address, mailing address, phone number, email address, and business entity number. Click “Proceed to Payment.”
- Enter your payment details and submit your order. The certificate costs $5. Once payment processes, you'll get an email notification when the certificate is ready.
- Download, save, and deliver your certificate. Certificates are usually available via a downloadable PDF. The date on the certificate is fixed, so if a newer one is required later, you'll need to request one again at that time.
You can also order your certificate through LegalZoom if you want this task taken off your plate.
How to validate an Ohio certificate of good standing
The Ohio Secretary of State provides a free online validation tool that lets anyone holding a certificate of good standing verify its authenticity directly with the state.
Here’s how to use the validation tool.
- Locate your validation number on the face of your downloaded certificate PDF, alongside the Secretary of State's declaration and seal.
- Navigate to the validation check tool. There’s no login required.
- Enter your validation number exactly as it appears on your certificate. The tool will return the corresponding certificate details.
- Confirm that the result matches your certificate, including entity name, type, and registration details.
- Share the validation process with the requesting party if needed. Point them to the validation check tool with your validation number so that they can run the check themselves, if needed.
If a certificate doesn't have a validation number, or the number returns no results, request a new certificate directly from the Ohio Secretary of State.
How LegalZoom can help you get an Ohio certificate of good standing
As a busy business owner, you might not have the time to go through the certificate request process. Compliance services can take a number of tasks off of your hands, from filing annual reports to serving as your registered agent. LegalZoom’s certificate of good standing service can handle this filing on your behalf so that you can continue to focus on your day-to-day tasks.
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.
Ohio certificate of good standing FAQs
What is a "full force and effect certificate" in Ohio?
"Full force and effect certificate" is Ohio's alternate name for the certificate used to demonstrate a LLC is active and in good standing.
Does an Ohio LLC need a full force and effect certificate to register in another state?
Yes, in most cases. The receiving state typically requires a certificate of good standing from Ohio to confirm that the business is legally registered and compliant. The certificate generally needs to be recent (most requesting parties prefer it to be less than a month old), so order it close to the date you’ll need it.
How long is an Ohio certificate of good standing valid?
The Ohio Secretary of State doesn't print an expiration date on the certificate of good standing. However, under Ohio Revised Code § 1701.92(D), a corporation’s certificate is considered evidence of its good standing for seven days after the date on the certificate. Banks, licensing agencies, and other organizations may have their own requirements for how recently a certificate must have been issued. If yours is too old, place a new certificate of good standing request.
Can a foreign entity registered in Ohio get a certificate of good standing?
Yes. The Ohio Secretary of State issues certificates for foreign entities registered to do business in Ohio, as long as the entity is current on all required filings and obligations. The ordering process is the same as for domestic entities.
Is an Ohio certificate of good standing the same as a certificate of existence?
Ohio doesn't use the term "certificate of existence," although thishis term is used in other states. The standard Ohio terms are "certificate of good standing" and "full force and effect certificate." If a requesting party asks for a certificate of existence, an Ohio certificate of good standing will generally satisfy that request, but confirm with the requester before submitting—usually it’s just a terminology mixup.
'%20/%3e%3c/svg%3e)
'%3e%3cpath%20fill-rule='evenodd'%20clip-rule='evenodd'%20d='M9.31239%2025.5316H13.0679V14.1032H9.31239V25.5316ZM11.1913%208.46875C9.93945%208.46875%209%209.25086%209%2010.505C9%2011.5995%209.78211%2012.5389%2011.1913%2012.5389C12.6005%2012.5389%2013.3826%2011.5995%2013.3826%2010.505C13.3826%209.4082%2012.6005%208.46875%2011.1913%208.46875ZM27%2018.9577V25.5316H23.2445V19.4275C23.2445%2017.8609%2022.6174%2016.7664%2021.3679%2016.7664C20.2711%2016.7664%2019.644%2017.5463%2019.3316%2018.1756C19.1743%2018.488%2019.1743%2018.8004%2019.1743%2019.1128V25.5316H15.4165V13.9458H19.1743V15.5123C19.644%2014.7302%2020.5835%2013.6357%2022.6174%2013.6357C25.1234%2013.7908%2027%2015.3573%2027%2018.9577Z'%20fill='white'/%3e%3c/g%3e%3cdefs%3e%3cclipPath%20id='clip0_952_9489'%3e%3crect%20width='18'%20height='18'%20fill='white'%20transform='translate(9%208)'/%3e%3c/clipPath%3e%3c/defs%3e%3c/svg%3e)
