Certificate of Good Standing: What It Is and How to Get One

If a bank, investor, lender, or another state has asked your company for a certificate of good standing, they want official confirmation that your company legally exists and is current with the state that formed it. It is a short document, but it can hold up a bank account, a financing round, or a foreign qualification until you have it.

A certificate of good standing is issued by the Secretary of State (or equivalent office) in the state where your company is registered. It confirms that the company exists and has met its state filing and fee obligations as of the date it is issued. You order it from that state, usually online, and a state will only issue one if your annual filings and taxes are up to date.

This post covers what the certificate shows, who asks for it, how to order one in Delaware and other states, and what to do if your company is not in good standing.

The certificate confirms status on the date it is issued

A certificate of good standing is a point-in-time statement. It says your company was active and compliant with the state on the day the certificate was issued, and says nothing about the day after.

States use different names for the same document. Depending on the state, you may see it called a certificate of status, certificate of existence, certificate of fact, or certificate of authorization. The function is the same in each case.

It confirms state-level standing only. It doesn't confirm that federal tax returns are filed, that the company is solvent, or that it has no pending litigation.

Banks, investors, and other states ask for it

The request usually comes from a party that needs to rely on your company's legal status before committing money or recognizing the company.

Banks. Opening a business account, adding a signatory, or applying for credit often requires a recent certificate.

Investors and lenders. A certificate of good standing is a standard closing deliverable in equity financings and loan agreements, and it shows up early in due diligence.

Other states. When your company registers to do business in a state other than the one it was formed in (foreign qualification), the new state typically asks for a certificate from your home state.

Acquirers. In an acquisition, the buyer will usually require certificates from every state where the target is formed or registered.

Contracts and licenses. Some government contracts, vendor onboarding processes, and professional or industry licenses ask for one as proof of existence.

Delaware issues a short form and a long form

Because so many US companies are Delaware corporations or LLCs, Delaware's version is the one most often requested. Delaware offers two types.

Short form. Confirms the entity's name and its status at the time of issue. The Delaware Division of Corporations charges $50 for it. Banks, lenders, and most vendors accept the short form.

Long form. Includes everything on the short form plus the company's filing history with the state, including the formation document and later amendments, with dates. It costs $175. It is more common in acquisitions, complex financings, and some legal proceedings.

If you aren't sure which one is needed, ask the requesting party before ordering. Ordering the wrong version means paying for and waiting on a second certificate.

Standard processing can take days or weeks depending on volume. Delaware offers paid expedited options, including 24-hour and same-day service, as well as faster priority tiers at a significantly higher cost.

You order it from the state where the company is registered

The process is broadly similar in every state.

You identify the entity by its exact legal name or state file number, choose the certificate type, choose a processing speed, and pay the state fee. Many states, including Delaware, let you order online and receive a PDF. Others still process requests by mail.

In Delaware, you can order directly through the Division of Corporations or through your registered agent. Ordering through the registered agent is common because the agent already has your file number and can often turn the request around quickly.

If your company is registered in more than one state, each state issues its own certificate. A Delaware certificate confirms Delaware standing only. If a lender wants confirmation for California, where you are foreign qualified, that comes from California.

A state won't issue one if anything is outstanding

A state issues a certificate of good standing only when the company's account with it is clean. The usual reasons a company falls out of good standing are predictable.

Unpaid franchise tax or annual report. This is the most common cause. Delaware corporations file an annual report and pay franchise tax by March 1 each year. Delaware LLCs pay an annual tax due June 1. Missing either puts the company out of good standing and adds penalties and interest.

No registered agent. Every company must maintain a registered agent in its state of formation and in each state where it is foreign qualified. If the agent resigns or the agent fees go unpaid, the state can treat the company as noncompliant.

State tax issues. In some states, unpaid state income or franchise taxes, or missing state tax returns, affect standing with the Secretary of State as well as with the tax agency.

Missing filings after a change. Some states require updates when the company's principal office, officers, or registered agent change. Unfiled updates can affect standing.

The penalties compound. A company that stays out of good standing long enough can be administratively dissolved or have its charter declared void, which is a more involved problem to fix than a late filing.

Restoring good standing comes before the certificate

If the state reports that your company isn't in good standing, the certificate request will fail until the underlying issue is resolved.

The fix depends on the cause. For unpaid Delaware franchise tax, it means filing any missing annual reports and paying the tax, penalties, and interest. For a lapsed registered agent, it means appointing a new one and filing the change. If the company has been declared void or administratively dissolved, it usually needs to file for revival or reinstatement, which costs more and takes longer.

Once the state's records show the company as current, you can order the certificate. If you are on a deadline, it is worth checking the company's status on the state's website before promising a certificate by a given date.

Most requesters want a recent certificate

A certificate of good standing doesn't technically expire. The requesting party, however, usually wants one that reflects current status, and many will only accept a certificate issued within the last 30 to 90 days.

For a financing or acquisition, the deal documents often specify that a "bring-down" certificate dated close to closing must be delivered. That means ordering a fresh one even if you obtained one a few weeks earlier.

Ordering a certificate in advance and holding on to it rarely saves time. Ordering when the request comes in, with expedited processing if the deadline is close, is usually the more reliable approach.

Staying in good standing is a recurring obligation

Most companies discover a standing problem at the worst possible time: the day a bank or investor asks for the certificate. The fix is to treat the annual filings that keep a company in good standing as fixed obligations rather than paperwork to handle later.

Inkle files the Delaware annual report and franchise tax for companies as part of its compliance work, alongside the federal and state filings a US company has to keep current. Inkle tracks deadlines for every filing your company owes, so a request for a certificate of good standing comes back clean instead of turning into a reinstatement project.

The bottom line

A certificate of good standing is easy to order and hard to obtain on short notice if anything is outstanding. The certificate itself costs little and takes minutes to request in most states. The real work is keeping franchise tax, annual reports, and registered agent obligations current in every state where the company is formed or registered, so that when a bank, investor, or acquirer asks for one, ordering it is the only step left.

Frequently asked questions

How much does a certificate of good standing cost?

It depends on the state. In Delaware, the short form costs $50 and the long form costs $175, with additional fees for expedited processing. Other states typically charge a modest fee for the standard certificate.

How long does it take to get a certificate of good standing?

Many states, including Delaware, issue certificates online, and some deliver them almost immediately. Standard processing can take longer during busy periods. Delaware offers 24-hour and same-day expedited options for an extra fee.

Is a certificate of good standing the same as a certificate of incorporation?

No. The certificate of incorporation is the document filed to form the corporation and stays the same unless amended. A certificate of good standing is issued on request and confirms the company's current status with the state.

Does a certificate of good standing expire?

The certificate has no formal expiration date, but it only reflects status on the date it was issued. Most banks, investors, and states require one issued recently, often within 30 to 90 days.

Can I get a certificate of good standing if my Delaware franchise tax is unpaid?

No. Delaware won't issue the certificate until the franchise tax, any missing annual reports, and related penalties and interest are paid. Once the account is current, you can order the certificate.

Do I need a certificate from every state my company operates in?

Only from the states that are relevant to the request. Each state issues a certificate for its own records, so a Delaware company foreign qualified in New York would order from New York if the requester needs confirmation of New York standing.