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Certificate of Good Standing

Certificate of Good Standing

This is the official certification from the state in which the corporation or LLC was formed, stating that it is in good standing with the state.  This usually means that the corporation or LLC has paid all required fees and all required filings with the state are up to that date.

Every state handles certificates of good standing (AKA Certificates of Fact in some states) differently, but all issue them for a fee ranging from free to $50. The certificate usually has the state’s seal affixed on it, and a certification such as “I [Secretary of State or other official] hereby certify that, according to the records of this office, ABC, LLC, is a Limited Liability Company formed or registered on [formation date] under the law of [state], has complied with all applicable requirements of this office, and is in good standing with this office.” The certificate then usually has the signature of the official at that state agency.

Why is a certificate of good standing needed?

Certificates of good standing or fact are usually not necessary for most entities. But sometimes other state or federal governmental agencies might require a certificate of good standing to verify that the INC or LLC is in good standing with the state.

For instance, companies that want to file a foreign authority registration in the state they are operating will need a certificate of good standing (from their formation state) along with an application to register as a foreign entity.

How to get one?

Each state provides certificates of good standing or fact through the same state agency that is in charge of forming the entity.