What it is
A certificate of good standing, called a certificate of existence or status in some states, is a document from the state where the company was formed. It states that the company exists, has filed its required reports, and has paid its fees as of the date on the certificate.
It says nothing about the company's finances, taxes owed to other agencies, or reputation. It only confirms status with the state that issued it.
When someone asks for one
Banks often request one when you open an account. Lenders and investors ask for one at closing. A state asks for one when you register to do business there as a foreign entity. Buyers want one in a sale, and some licensing boards and government contracts require one.
Because it is only accurate on its date, recipients usually want one issued within the last thirty to ninety days.
How to get one
Request it from the secretary of state or the equivalent office in the state of formation, usually online. Pay the fee, and choose the delivery format. Some states offer a basic certificate and a longer version that lists more details. Ask the requester which they want.
If the state will not issue it, the company is not in good standing, and the reason will usually be stated: a missing annual report, unpaid fees or franchise tax, or no registered agent.
Restoring good standing
File the missing reports, pay the back fees and penalties, and name a registered agent if one is missing. Then request the certificate again. If the state has administratively dissolved the company, you may need to file for reinstatement first.
Keep it from lapsing
Calendar every annual report and tax due date, with a named owner. Keep your registered agent current and your address up to date with the state, since reminders go there. Check your status online once a year.
Frequently asked questions
How long is a certificate valid?
It reflects status on the date issued. There is no formal expiry, but recipients usually want a recent one.
Do I need one from every state?
You need one from the state that requires it. For a foreign registration, you generally provide one from the formation state, and the other state may later issue its own.
Is it the same as a tax clearance?
No. A tax clearance comes from a tax agency and addresses tax compliance, while good standing comes from the business registry.