If a bank, investor, or government agency has asked you to provide a certificate of good standing for your Washington state business, the first step is to know that this document is officially called a certificate of existence.
That’s the term the Washington Secretary of State (SOS) uses to refer to a certificate that verifies your business’ legal authority to operate in the state. This might informally be called a “certificate of status” or a “certificate of good standing.” This guide covers what a certificate of existence is, how to get one, what to do if you’re not eligible, and more.
What does a Washington certificate of existence prove?
A Washington certificate of existence confirms that your business is actively registered with the Washington Secretary of State, Corporations and Charities Division, and has met all of the SOS’ filing requirements. You may need this document to do one of the following things:
- Open a business bank account
- Apply for a business loan or financing
- Register to do business in another state (foreign qualification)
- Complete a merger or acquisition
- Apply for a business license
Washington offers three different options for a certificate of existence:
- Short form certificate of existence
- Long form certificate of existence, which includes your business’ full filing history
- Apostille/Authentication (expressly for foreign use and not for use in the U.S.)
Most standard requests from lenders, partners, or other state filing offices call for the short form for your entity type. However, it's always best to confirm with the requester which document they need.
Certificate of existence vs. attorney certificate of good standing
When looking for a certificate of good standing in Washington, you’ll find that formally, this term refers to a different document issued to attorneys by the Washington Supreme Court. While “certificate of good standing” is used informally to refer to the certificate of existence, note that these are the formal names of two totally separate documents.
Note: This article covers the process of getting a certificate of existence for business entities. If you're a licensed attorney seeking a certificate for employment or court purposes, visit the Court’s website.
How to get a Washington state certificate of existence: Step by step
You can request a certificate of existence through the Corporations and Charities Division either online or by mail. Here’s how.
How to request a certificate of existence online
- Confirm eligibility. Conduct a Washington business entity search to check your current status with the SOS. If your entity status says anything other than “Active,” you’ll need to resolve the issue before you can get a certificate.
- Log into the Corporations and Charities Filing System (CCFS). If you don’t already have an account, you can make one for free.
- Select "Order Certificates/Certified Copies." This should be on the top left in the green navigation bar.
- Choose your certificate type. The express PDF certificate of existence (short form) should be all you need for most situations (it includes the state seal), but it's always best to confirm with the requesting party. If you order a certificate of existence through the "Certified Copies/Certificates" section, it incurs an additional $20 fee, but includes a wet ink stamp attesting to its authenticity.
- Search your business. You can search by business name or Unified Business Identifier (UBI). Select your business and click, “continue.”
- Complete your request and pay the filing fee. It costs $20 for an express PDF of the certificate and $40 ($20 base fee + $20 processing fee) for a certified copy of the certificate. Apostilles aren’t available to request online.
- Receive your certificate of existence. If you order an express PDF, the document should be available to download from your dashboard that same day. A certified copy of the certificate will arrive via email in one to three business days.
How to request a certificate of existence via mail/email
- Confirm eligibility. Check the status of your Washington entity by following the first step listed above. If your entity status says anything other than, “active,” resolve the issue before moving forward.
- Navigate to the CCFS homepage. From here, scroll down to the “Frequently Asked Questions” box and click on it. This will bring you to a separate FAQ page.
- Select “Certificates and Certified Copies.” Scroll down to the section on certificate and certified copy forms.
- Download a PDF of the paper form. Click the link under “Mail-In Forms” to download the Records Request Form.
- Fill in your information and choose a certificate type. You can order a short or long form certificate of existence, a certified copy of a certificate of existence, or an apostille of a certificate of existence. A certified copy comes with a certification stamp, while an apostille is an official signed document meant for foreign countries.
- Submit your request. Email the completed form without payment to recordsdesk@sos.wa.gov or print out and mail the form, along with a check, to P.O. Box 40234 Olympia, WA 98504-0234. It costs $20 per certificate or certified copy, $15 per apostille, and an additional $100 per entity for expedited processing.
- Receive your certificate of existence. The certificate should arrive via email in three to five business days.
No matter how you request the certificate, all copies of a certificate of existence that are officially certified, as well as all certificates requiring an apostille, will be physically mailed to you. Only the short-form express certificate will be emailed as a PDF.
No matter how you choose to file, make sure to confirm with the requesting party how recent the certificate of existence needs to be. For example, the Washington Secretary of State requires foreign business entities to provide a dated certificate of existence that’s no more than 60 days old when initially registering.
What to do if your Washington business is not in good standing
The SOS will only issue a certificate of existence to businesses that have active status in the state. Here’s what to do if your business doesn’t qualify.
Understand why your status changed
- Inactive status refers to a business that has failed to meet compliance requirements, such as maintaining a registered agent with a physical address in the state (a P.O. box doesn’t count).
- Delinquent status means your business didn't file its annual report. The SOS notifies delinquent businesses of their status. A domestic entity has 120 days from the notice date to submit the report and avoid dissolution, an out-of-state entity has 90 days.
- Administratively dissolved status means your domestic entity didn't resolve a delinquency within the given window. The entity then has five years to reinstate.
- Terminated status applies to foreign entities that have fallen out of compliance. Those entities can file for requalification through the SOS.
How to reinstate a dissolved Washington business
You can reinstate your businesses through CCFS. To do so, log into your account, select “Reactivate a Business” from the left-hand bar, search for your business via name or UBI, and pay the applicable filing fee.
- For-profit domestic businesses owe $70 for the unfiled annual report, plus a $140 penalty fee.
- Nonprofit domestic businesses incur a $60 filing fee and $35 processing fee. (Organizations whose gross revenue in the most recent year was less than $500,000 qualify for a reduced $20 filing fee.)
- Foreign (out-of-state) businesses must pay an $180 filing fee for every annual report missed.
How LegalZoom can help
LegalZoom offers a suite of services that can take everyday compliance tasks off of your plate, from annual report filing to registered agent services. Our compliance plans can help you stay on top of state requirements, so you can focus on running your business.
If you need to reinstate before you request a certificate of existence, our reinstatement management service will handle the paperwork and guide you through a compliance roadmap to stay ahead of ongoing deadlines.
Washington certificate of existence FAQs
Is a certificate of existence the same as a certificate of authorization in Washington?
No, a certificate of existence is for Washington-formed (domestic) entities and confirms their active registration and authority to conduct business in Washington. A certificate of authority is generally for out-of-state (foreign) companies that want to register to do business in another state. In Washington, this document is called Foreign Registration Statement.
How long is a Washington certificate of existence valid?
The Washington Secretary of State doesn't impose an expiration date. The recency requirement is set by whoever is requesting it, typically 30, 60, or 90 days from the date of issuance. Confirm the required window with the requesting party before you order.
Can I get a certificate of existence for a Washington LLC that was formed in another state?
Yes, but the certificate is issued by the state where the LLC was originally formed. However, a Washington-formed LLC requests its certificate of existence from the Washington Secretary of State regardless of where it currently operates as a foreign entity. Many states require the certificate to be dated within 30 to 60 days of registration, so time your request accordingly.
What happens if you miss the five-year reinstatement window?
If you miss the five-year window to reinstate your Washington business, you’ll have to form a new entity or re-register your foreign entity with the Washington Secretary of State.
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