Blueprint
What is a Certificate of Good Standing?
A certificate of good standing is a state-issued document demonstrating that a business is properly registered within a state, up to date on registration fees, and active.
Essentially, it proves the business is legitimate and in “good standing” with the state it does business in.
The certificate’s name can vary depending on the state. Other common terms used include Certificate of Existence and Certificate of Status.
Does Every Business Need a Certificate of Good Standing?
Whether or not a business needs a Certificate of Good Standing depends on the business’s structure and goals. Only businesses registered with the state like limited liability companies (LLCs), corporations, and limited liability partnerships (LLPs) are eligible to request this certificate from their governing authority.
If a business is unincorporated and operating as a sole proprietorship or general partnership, owners won’t be able to obtain one.
Unlike a business or occupational license, this certificate isn’t necessary to conduct general business operations in the state. Instead, it provides financial institutions and other businesses that may work with a company with positive assurance of its legitimacy.
When Does a Business Need a Certificate of Good Standing?
Business owners will usually only need a Certificate of Good Standing when it’s requested by a third party. It’s a good idea to prepare for the request before doing any of these activities:
- Opening a business bank account
- Applying for business or other loans
- Competing for a government contract
- Filing for insurance for your business
- Forming a business relationship with another company
- Soliciting investors or new business partners
- Registering to do business in another state
- Buying or selling real estate under your company’s name
- Selling your business
A registered business fails the “good standing” of the state if it doesn’t file annual reports or other required documents in time, doesn’t maintain a properly registered agent or registered office, and/or fails to pay certain fees.
Why Is a Certificate of Good Standing Needed for Real Estate?
Staying in good standing is crucial to protecting individual members and managers against liability when conducting a real estate transaction under a business entity. In several states, if an owner fails to file an annual registration or fails to meet other requirements, the business filing agency may administratively dissolve the LLC. The managers or members of a dissolved LLC will be personally bound to the contractual obligations.
Blueprint requests a Certificate of Good Standing to ensure that the company has been legally formed with the state and is in compliance with filings and fees. If there is a question of good standing, the final title insurance policy issued to the entity will account for this with an exception.
Additionally, if a neglected LLC that holds property is dissolved and doesn’t apply for reinstatement within the state’s required timeframe, conveying the property becomes cumbersome. Depending on how many members are involved, the length of dissolution, and if governing documents are neglected or lost, a question of who has a right to the property and proceeds from a sale arises, creating a cloud on the title. Clearing title requires extensive research and gathering signatures of all members. For single-member LLCs this process of determining the effect of the dissolved LLC on title and confirming ownership is less problematic, but it can still be costly.
For anyone using LLCs or other business entities to purchase and sell property, the best practice is to stay up to date on all the required filings.
Does a Certificate of Good Standing Expire?
Not every Certificate of Good Standing or its equivalent has an expiration date. If there is an expiration date it can range anywhere from less than 30 days to a year.
Depending on the situation, the requesting party may reject certificates that were issued too long ago. For example, one lender may require a certificate that is no more than 60 days old while another may allow one that is up to a year old.
How to Get a Certificate of Good Standing
A Certificate of Good Standing and its equivalent can be obtained from a state agency like a Secretary of State, Department of State, or similar. Here are the general steps to get one.
- Be a registered business entity in the state. Corporations and LLCs are required to register in the state they do business. For limited liability limited partnerships (LLLPs), LLPs, and limited partnerships (LPs), the registration requirements vary by state. For sole proprietorships, there is no requirement to register.
- Be current on business filing fees, reports, and other state requirements. Failing to follow the requirements of the state could result in inactive status or dissolution of the company. Before requesting a certificate, most business filing agencies allow owners and managers to check the status online.
- Find the appropriate business filing agency. Usually, this is the Secretary of State, a subdivision of it, or an equivalent agency
- Follow the business filing agency’s ordering instructions. Most will have the option to request online, in person, or by mail, email, or fax. Fees may vary depending on the order method.
- Make sure the certificate is valid. Depending on the use case, a certificate may need to be dated within a certain amount of time to be accepted. Confirm the limit of the requesting party.
Where to Get a Certificate of Good Standing
Below is a list of each state’s business filing agency, the colloquial term used for the certificate, and the approximate cost to obtain the certificate either online or in-person processing. Click on the name of the business filing agency to go to its website.
Agency Name | Certificate Name | Estimated Cost |
Certificate of Existence | $25 | |
Alaska Department of Commerce, Community, and Economic Development | Certificate of Compliance | $10 |
Certificate of Good Standing | $10 | |
Certificate of Good Standing | $25 | |
Certificate of Status | $5 | |
Certificate of Good Standing | Free | |
Certificate of Legal Existence | $50-$100 | |
Certificate of Status or Certificate of Good Standing | $50-$175 | |
Certificate of Status | $5 for LLCs; $8.75 for corporations | |
Certificate of Existence | $10-$60 | |
Hawaii Business Registration Division, Department of Commerce and Consumer Affairs | Certificate of Good Standing | $7.50 |
Certificate of Good Standing or Existence | $11.50 for online processing | |
Certificate of Good Standing | $25-$47 | |
Certificate of Existence | $26 for online processing | |
Certificate of Standing | $5 | |
Certificate of Good Standing | $10 | |
Certificate of Existence | $10-$15 | |
Certificate of Good Standing; Certificate of Existence | $20 each | |
Certificate of Existence | $10 | |
Certificate of Status | $20-$40 | |
Certificate of Good Standing | $12-$25 | |
Certificate of Good Standing or Status | $10 | |
Certificate of Good Standing or Existence & Registration | $5 for mail or in-person processing; $15 for online | |
Certificate of Good Standing or Existence | $25 | |
Certificate of Good Standing | $10 | |
Certificate of Existence | $5 | |
Certificate of Good Standing | $6.50; $10 with seal | |
Certificate of Good Standing | $50 | |
Certificate of Good Standing | $5-$7 | |
Certificate of Good Standing (Long and Short Forms) | $25; $50; and $100 depending on business type and certificate type | |
Certificate of Status/Existence | $50 for for-profit corporations; $25 for LLCs; $10 for non-profit corporations | |
Certificate of Status | $25 | |
Certificate of Existence | $10 for online processing; $15 for paper (plus $1 per page for each) | |
Certificate of Good Standing | $15 + $5 search of record fee | |
Certificate of Good Standing | $5; $25 for long form | |
Certificate of Good Standing | $25 | |
Certificate of Existence | $10 | |
Certificate of Subsistence | $40 | |
Certificate of Good Standing or Legal Existence | $5-$22 depending entity type and order method | |
Certificate of Good Standing | $20-$35 | |
Certificate of Existence | $20 (plus service fee for online processing) | |
Certificate of Fact or Status | $15 | |
Certificate of Existence | $12; $20 for long form | |
Certificate of Good Standing or Status | $25 | |
Certificate of Good Standing; Certificate of Fact of Existence/Registration | $6 each | |
Certificate of Status; Certificate of Existence | $20 each | |
Washington D.C. Department of Consumer and Regulatory Affairs | Certificate of Good Standing | $50 |
Certificate of Existence | $10 | |
Certificate of Status | $10 | |
Certificate of Good Standing | Free for online processing; $20 for other methods |
*The information provided on this site does not, and is not intended to, constitute legal, financial, tax, or real estate advice. Please consult your expert for advice in those areas. All content is for general informational purposes only and is not intended to provide a complete description of the subject matter. Although Blueprint provides information it believes to be accurate, Blueprint makes no representations or warranties about the accuracy or completeness of the information contained on this site. Specific processes will vary based on applicable law. The title and closing process will be handled by a third-party attorney to the extent required by law. Product offerings vary by jurisdiction and are not available or solicited in any state where we are not licensed.