A certificate of good standing is a formal document from the state that proves your entity is active and legally compliant with the state. In these situations, you may be asked to provide a certificate of good standing.
This guide will walk you through how to get your good standing document, what good standing actually means, and what to do if your entity has lost its good standing status.
What is a certificate of good standing in Virginia?
A certificate of good standing is an official document from the Virginia State Corporation Commission (SCC) that confirms your business is legally active and in compliance with state requirements.
The exact name of the document changes depending on your entity type:
- Corporations get a certificate of good standing
- Domestic LLCs get a certificate of fact of existence
- Foreign LLCs get a certificate of fact of registration
The process is identical across all three. The only difference is the document's official name.
What "good standing" means with the Virginia State Corporation Commission
To maintain active business status in Virginia, your business must satisfy all of the following:
- Active registration status. Your entity must be currently registered and active with the Virginia SCC, not dissolved, revoked, or inactive.
- Current annual report filings. Virginia requires most businesses to file annual reports or pay annual registration fees with the SCC.
- No outstanding fees or penalties. Any unpaid fees owed to the SCC must be cleared before a certificate will be issued.
- A current registered agent on file. Your business must maintain a registered agent with a valid Virginia street address at all times. The agent must be either a Virginia resident or a business entity authorized to do business in Virginia.
When do you need a Virginia good standing certificate?
There are a number of situations in which you might be asked to provide proof of good standing for your business. Here are a few of the most common:
- Opening a business bank account. Many banks require proof of active, compliant status before approving a new account or line of credit.
- Applying for a business loan. Lenders routinely request a current certificate as part of underwriting.
- Registering to do business in another state. Foreign qualification typically requires your certificate o as part of the application.
- Responding to investor or partner due diligence. Investors and potential partners often require a certificate before finalizing agreements.
- Entering into major contracts. Government agencies and larger companies sometimes request a certificate before executing significant contracts.
In every case, confirm with the requesting party exactly which document they need and whether they require a certificate issued within a specific timeframe, commonly 60 or 90 days.
How to check your Virginia business status
If the SCC's system shows that your business isn't in good standing, you won’t see an option to purchase a certificate. Here’s how to check your entity status:
- Go to the search portal. Navigate to the SCC's Clerk's Information System (CIS).
- Enter your business name. Using your full registered legal name in the “Entity Name” space or your ID number in that box. Click “Search.”
- Find your business. On the search results page, find your business listed under the Name column. The Status column will show either “Active” or “Inactive.”
- Click your business for more information. Get more information by clicking your entity’s ID number. If your business is not in good standing, it will explain why.
What if your business isn’t in good standing?
If the Virginia SCC can't issue your certificate, one of the following is almost always the cause:
- Missed annual registration fee or report filing. Virginia LLCs must file an annual report and pay a registration fee each year. Missing it triggers a $25 late penalty and can mark your entity as delinquent, which immediately blocks certificate issuance. This is the most common reason Virginia businesses lose good standing. Virginia corporations file annual reports on a separate schedule, and due dates and fees vary by corporation type.
- Unpaid SCC fees or penalties. Any outstanding balance owed to the SCC, including the $25 late penalty, will prevent a certificate from being issued until paid in full.
- Lapsed or invalid registered agent. If your registered agent resigns, moves, or becomes otherwise invalid and you don't replace them promptly, the SCC can flag your entity as non-compliant.
- Administrative cancellation or revocation. When compliance failures go unresolved long enough, the SCC can administratively cancel a domestic LLC or revoke a foreign one. A cancelled or revoked entity can't obtain a certificate until formally reinstated.
The path forward depends on what caused the problem. Identify the specific compliance failure, resolve it, then request your certificate once your entity's status returns to active.
Getting your Virginia certificate of good standing
The fastest way to get your certificate is to order one online through the CIS. The whole thing takes a few minutes.
- Log in to your CIS user account. If you don’t have an account, you’ll need to register before you can obtain your document.
- Search for your business by name or SCC entity ID number.
- Select your business from the search results.
- Choose the correct certificate type: Corporations select certificate of good standing; domestic LLCs select certificate of fact of existence; foreign LLCs select certificate of fact of registration.
- Pay the $6 fee by credit or debit card.
- Download your certificate immediately as a PDF, or opt for a mailed paper copy.
You can also mail a request to:
Clerk’s Office, State Corporation Commission
P.O. Box 1197
Richmond, VA 23218
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.
Virginia certificate of good standing FAQs:
How long is a Virginia certificate of good standing valid?
The SCC doesn't print an expiration date on its certificates. The document reflects your entity's status as of the date issued. Lenders, foreign states, and investors frequently impose their own freshness requirements, commonly within the past 60 or 90 days. Confirm the specific timeframe with the requesting party before ordering.
Can a dissolved or revoked Virginia business get a certificate?
No. A cancelled or revoked entity can't obtain a certificate until formally reinstated with the SCC.
The certificate carries no printed expiration date. It simply reflects compliance status at the time of issuance. Most banks, lenders, and state filing offices require certificates issued within the last 30 to 60 days. Confirm the requesting party's freshness requirement before you order.