What Is a Certificate of Good Standing?

A certificate of good standing is an official document issued by a government registry (such as a secretary of state or national corporate authority) confirming that a company is duly formed, active, and compliant with filing and fee obligations. It is used worldwide—not only in the U.S.—and exact requirements vary by jurisdiction, entity type, and even across different states. In this article, we will explore exactly what it is and how it varies from jurisdiction to jurisdiction around the world.

Near the start, it may be helpful to review related topics that often come up in the same decision window: how to add a partner to a corporation, best time of year to form an LLC, and business formation and legal consulting.

Defining a Certificate of Good Standing

Entrepreneurs often ask what is a certificate of good standing before opening a bank account or expanding abroad, since the definition varies slightly across jurisdictions but always refers to proof of current legal status. In precise terms, this certificate confirms that the company is properly registered, up to date on required reports, and current on government fees or franchise taxes. Depending on the jurisdiction, the same document may be called a “certificate of existence,” “certificate of status,” or “status certificate.” What the label changes in name, it retains in function: a snapshot showing that the company stands in compliance at the date of issuance.

Purpose and Importance of a Certificate of Good Standing

Businesses request this document for practical reasons, not as a formality. Banks, payment providers, and lenders may require it when opening accounts or underwriting finance. Licensing bodies and regulators often require recent status evidence before issuing or renewing permits, especially in regulated service sectors. Private counterparties—investors, acquirers, or major clients—include it in their onboarding and due diligence checklists to verify legitimacy and operational standing. In each case, the certificate streamlines trust: it assures third parties that the entity is recognized by its registry and has met the baseline compliance.

What a Certificate of Good Standing Includes

While formats differ, most certificates contain:

• The legal name of the company and its registration/charter number.
• The jurisdiction of formation and the statute under which it is incorporated or organized.
• A statement confirming that the required filings and fees are up to date and that the entity’s status is active (not dissolved, suspended, or delinquent).

Some registries add a formation date, registered office or agent, or a seal/serial code for verification. Internationally, the language and layout vary, but the central message—current legal standing—remains consistent.

When Businesses May Need a Certificate of Good Standing

Requests typically arise at inflection points:

• Banking and finance: opening or updating accounts, onboarding with a payment institution, securing credit.
• Expansion: qualifying to do business in another state or country, or registering a branch/subsidiary.
• Transactions: mergers, acquisitions, or major contracts where counterparties run due diligence.
• Licensing and renewals: industry authorizations, government tenders, and permit updates.

In practice, the certificate serves as a “gate pass” that clarifies the company’s status as of a specific date.

Obtaining a Certificate of Good Standing

The procedure is straightforward but jurisdiction-specific:

1. Identify the issuing authority. In the U.S., it is typically the Secretary of State (or equivalent) in individual states who issues the document. Elsewhere, the corporate registry or companies house performs this role.
2. Submit a request. Many states allow online requests, while others still require mail or in-person submissions.
3. Pay the fee. Costs and processing times vary widely, from same-day electronic copies to several business days for sealed originals.
4. Confirm delivery format. An electronic PDF, a paper original, or an apostilled copy may also require authentication by a registered agent when used across borders.

In some states, the request may also involve coordination with a state agency that oversees corporate filings or licensing requirements. Differences by entity type matter: corporations and LLCs often use the same portal, but may be subject to distinct annual reporting or franchise tax rules that must be current before the certificate can be issued.

Certificates of Good Standing for Different Business Types

For limited liability companies, the question about what is a certificate of good standing for an LLC usually comes up when opening bank accounts, onboarding vendors, or registering in another jurisdiction. The content mirrors the corporate version, but references the LLC statute and any member/manager reporting obligations, often handled by a filing agent or professional service provider.

More broadly, what is a certificate of good standing for a business refers to the status proof for any registered entity—corporation, LLC, LLP, or foreign (non-domestic) company on file—used to confirm that the business is recognized and compliant at the registry level. Filing cadence and renewal triggers differ by structure, so maintaining the right annual or periodic obligations is essential before the certificate can be issued by the relevant state authority.

Limitations of a Certificate of Good Standing

A critical point: this document is not a warranty of financial health, solvency, or freedom from litigation. It does not confirm that taxes other than the relevant registry/franchise obligations are fully paid, nor that the company has no disputes or liabilities. It is a narrow confirmation of filing and fee compliance as of the issuance date. Continuous reporting and business compliance are necessary to preserve good standing after the certificate is issued.

How Long a Certificate of Good Standing Is Valid

Third parties typically request a recent certificate (often issued within 30–90 days), but there is no universal expiration date for these certificates. Validity expectations are driven by their counterparties’ policies and local practices. Some regulators specify recency windows in their rules; others leave it to the receiving institution. In fact, several U.S. states require certificates issued within the last 60 or 90 days for legal or regulatory purposes. In cross-border matters, expect stricter recency and, at times, legalization/apostille requirements.

FAQs

What is a certificate of good standing?

An official statement from a corporate registry confirming that the company is active and in compliance with all required filings and fees as of the date of issuance.

Why would a business need a certificate of good standing?

Banks, regulators, counterparties, and licensing bodies often require current status proof during onboarding, financing, renewals, or transactions.

How do I get a certificate of good standing?

Request it from the relevant authority (e.g., Secretary of State or national registry), pay the fee, and specify the format (electronic, paper, or apostilled). Processing times vary by states.

Does every business need a certificate of good standing?

Not at all times. It is typically requested for specific events (banking, licensing, expansion, transactions). Maintaining compliance ensures you can obtain one quickly when needed.

What is a certificate of good standing for an LLC?

For an LLC, it is status evidence under the LLC statute that filings and fees are current, commonly requested for banking, vendor onboarding, or foreign registration.

How long does a certificate of good standing last?

There is no universal expiration; many institutions require a certificate issued within the last 30–90 days. Always check the recipient’s policy.

References

Companies House. (2024). Get a certificate of good standing (UK). https://www.gov.uk/get-information-about-a-company/certificate-of-good-standing

Delaware Division of Corporations. (2024). Certificates, Certified Copies & Apostilles.

https://corp.delaware.gov/certifications

Kagan, J. (2024). Certificate of Good Standing: What It Is and How to Get One. Investopedia. https://www.investopedia.com/terms/c/certificate-of-good-standing.asp