Last reviewed October 7, 2026 · By the NYBACS advisory team
Short answer
A US company needs a certificate of good standing whenever someone has to confirm, from the state's own records, that the company legally exists and is current on its state filings and fees. Common triggers are registering in another state, bank or payment account reviews, financings, loans and acquisitions, and using the company abroad, often with an apostille. A company that is behind on annual reports, franchise taxes or its registered agent cannot obtain one.
Key takeaways
- A certificate of good standing is issued by the Secretary of State or equivalent office of the state where the company is formed or registered.
- Different states use different names, such as certificate of existence, certificate of status or certificate of fact.
- Recipients usually want a recent certificate, commonly dated within 30 to 90 days, so ordering one too early wastes the fee.
- In Delaware, a short-form certificate costs $50 and a long-form certificate listing the company's filings costs $175.
- Good standing with the Secretary of State is separate from tax good standing, which some states certify through their tax department.
What the certificate confirms, and what it does not
The certificate states that, on its date, the company exists on the state's records and has met the state's filing and fee requirements, such as annual reports, franchise tax and maintaining a registered agent. A long-form version also lists the company's filed documents, such as its formation certificate and amendments.
It does not confirm who owns the company, who its officers are, whether it is solvent or whether its IRS filings are current. When a bank or overseas authority wants those facts, it asks for other documents, such as a certificate of incumbency, a cap table or tax transcripts, alongside the good standing certificate.
Situations that usually require one
| Situation | Who asks | Typical detail |
|---|---|---|
| Registering in another US state | The new state's Secretary of State | Certificate from the home state, often dated within 60 to 90 days |
| Opening a bank account or periodic KYC refresh | Banks, fintechs, payment processors | Confirms the entity is active before onboarding or continuing |
| Venture financing, loans and M&A closings | Investors' and lenders' counsel | Usually dated within days of closing, sometimes a bring-down on closing day |
| Setting up a subsidiary or branch abroad | Foreign registries and banks | Often with an apostille and sometimes a certified translation |
| Government contracts, licences and major leases | Agencies, landlords, licensing boards | Confirms the counterparty is active |
| Reinstating or registering in another state | State filing offices | Wyoming, for example, wants one dated within 60 days for a foreign entity's reinstatement |
If a request does not specify, ask the recipient which state, which form (short or long) and how recent it must be before ordering.
How to obtain one
Most states issue certificates online in minutes when the company is current:
- Confirm the company's exact legal name and file number.
- Check the state's records for any outstanding report or tax.
- Order the certificate from the Secretary of State's website, or through the registered agent.
- If it will be used abroad, order an apostille from the same state; Delaware charges $30 for a commercial apostille.
- Send the certificate promptly so it is still within the recipient's freshness window.
Delaware issues certificates only when the annual report has been filed and franchise tax or the LLC annual tax is paid. Many states work the same way, which is why a missed filing usually surfaces at the moment a certificate is needed.
Why a company falls out of good standing
The causes are almost always administrative:
- An annual or biennial report was not filed.
- Franchise tax, annual tax or a minimum tax was not paid, or was paid on the wrong amount.
- The registered agent resigned, often after an unpaid renewal.
- In some states, a state tax return or tax account is delinquent, which can block the Secretary of State from certifying good standing.
- The company is registered in another state and its home-state status lapsed.
Fixing these usually means filing the missing items and paying penalties, then ordering a fresh certificate. Where the state has already dissolved or revoked the company, reinstatement or revival comes first.
Planning ahead for transactions
For a fundraising or bank onboarding, check status a few weeks before the certificate is needed, not the day before. If something is outstanding, there is time to cure it without delaying the closing. For companies registered in several states, investors may ask for good standing in each state, so a multi-state check belongs on the closing checklist.
Overseas use needs extra lead time. A foreign registry setting up a subsidiary may want the certificate apostilled, translated and, in some countries, notarised locally, and each step adds days. Order the certificate and apostille together, confirm the exact entity name matches the parent's other documents, and check whether the recipient wants the long form, which lists the company's filing history, rather than the short form.
Common mistakes to avoid
- Ordering a certificate months before it is needed so it is too old when the bank or state receives it.
- Discovering at a financing closing that the Delaware annual report or franchise tax is unpaid.
- Providing a short-form certificate when the recipient wanted a long form listing the company's filings.
- Forgetting the apostille when the certificate is going to a registry or bank outside the US.
- Assuming good standing in the formation state also covers every state where the company is registered.
NYBACS 360° support
How NYBACS helps
- Checks your company's status in every state where it is formed or registered before a bank review, filing or closing.
- Cures the filings and payments that are blocking good standing, then orders the certificate.
- Obtains short-form or long-form certificates and apostilles for overseas subsidiaries, banks and registries.
- Times certificate orders to the recipient's freshness requirement so they are not rejected as stale.
- Keeps annual reports and franchise taxes on a calendar so good standing is available when you need it.
Frequently Asked Questions
How long is a certificate of good standing valid?
It has no formal expiry; it certifies status on its date. In practice, recipients set their own limit, typically 30 to 90 days, and some closings require one dated the same week.
Can I get a certificate if my annual report is late but not yet penalised?
Usually not. Most states will only certify good standing once the overdue report and any fees are filed and paid.
Is a certificate of good standing the same as a certificate of incumbency?
No. Good standing confirms existence and compliance with state requirements. A certificate of incumbency, usually issued by the company or its agent, lists current directors and officers.
Do I need a certificate from each state where I am registered?
Only if the recipient asks for it. Lenders and investors often request certificates from the formation state and from the main state of operation.
