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A certificate of good standing is a short document from a state's filing office confirming that a company exists on its register and has kept up with what the state requires, such as annual reports and fees. You order it from the same office that runs the business search. Most states sell it online.
The name differs by state
Not every state calls it a certificate of good standing. You may see:
- Certificate of existence
- Certificate of status
- Certificate of fact
- Certificate of good standing, the name many states use
The wording on the certificate also varies. Some say the company is "in good standing". Others only say it "exists" or is "active". If a bank or another state asks for a "good standing certificate", the document your state issues under its own name normally does the job. If in doubt, ask the requester whether the state's name is fine. Each state guide gives the name used there.
What the certificate proves
It confirms the company's legal name, its entity type, that it was formed or registered on a given date and that its status is current. Some states offer a longer version that also lists the filings on record, such as amendments and mergers.
It does not prove who owns the company, that it has paid federal taxes, that it holds any license, or that it is solvent. For those questions, see the business owner lookup guide.
How to order one
- Search the register. Confirm the company's status first using our state guides. If it shows Delinquent, Forfeited or similar, the state may refuse the certificate.
- Open the order page. In some states it is a button on the entity record. In others it is a separate "certificates and copies" service.
- Choose the entity and type. Pick the home state certificate if you need proof of formation, or the certificate from the other state if you need proof of a foreign registration.
- Pay the fee. Fees differ by state. Each state guide links the official fee schedule.
- Download or receive it. Many states issue a PDF at once with a number the recipient can use to confirm it online. Others mail a paper copy.
Home state and foreign certificates
When a company registers in a second state, that state usually wants a certificate from the home state. For a company formed in Delaware and registering in California, you order the certificate from Delaware and file it with California. Later, if a bank in California asks for proof of good standing there, you order it from California instead. Our foreign vs domestic entity guide explains the difference.
When the state will not issue it
The usual causes are simple and fixable:
- A missed annual or biennial report. File it with any late fee. See the annual report lookup guide.
- An unpaid franchise tax or state fee. Some states only issue the certificate once their tax agency confirms the account is clear.
- No valid registered agent. Appoint one and file the change.
- Administrative dissolution or revocation. You may need to file for reinstatement first. See the dissolved business search guide.
After you fix the issue, check the record again. Status changes can take a few days to appear, so leave time before a bank appointment or a filing deadline.
Checking a certificate you were given
If someone hands you a certificate, check it. Look up the company on the state register and confirm the name, number and status match. If the certificate has a verification code, enter it on the state's site. An old certificate only shows the status on the day it was issued. Read the meaning of each status word in our status guide.