When you apply for a bank account, a business loan, or a commercial lease, you will often be asked to prove that your company is a real business in good legal standing. A certificate of good standing is the form your state issues to prove exactly that.
It is a simple one-page document. It says your company is registered with the state, it has filed all the forms the law requires, and it has paid all the taxes and fees the state has charged it. Nothing more.
The catch is what it does not prove. The certificate does not prove you own the company, that you make money from it, or that you run it well. It only proves the company has followed the state's rules about registration and payment. A state will refuse to issue the certificate if any tax or fee is unpaid, or if the company has not filed a required form.
What the law actually requires
Each state has its own rules about what triggers good standing and how to request the certificate. We use Delaware law as the example, since Delaware is a common choice for founders.
The Delaware LLC Act, section 6 Del. C. § 18-1107(k), is written as a prohibition, not a promise. It says the Secretary of State shall not issue a certificate of good standing for an LLC that has neglected, refused, or failed to pay its annual tax, and shall not accept most other filings from it either, until the company is restored. The Delaware General Corporation Law says the same thing about corporations in 8 Del. C. § 391(i): no certificate of good standing while fees or taxes are unpaid.
So the certificate is not a reward the state hands out. It is a document the state withholds when money is owed. In Delaware, the trigger written into the statute is unpaid tax or fees. A Delaware LLC does not file an annual report with the state at all — it pays an annual tax, and that payment is what keeps it in good standing. A Delaware corporation does file an annual report along with its franchise tax, and both need to be current.
Delaware offers two versions of the certificate. The short form gives the company's name and its status at the time the certificate is issued. The long form lists every document ever filed on the entity, with dates and any name changes, along with the current status. The short form is the common one. Some banks and government agencies ask for the long form because they want the full filing history. Which one you need is the requester's policy, not a rule of law, so ask them before you order.
Wyoming uses different names. Under W.S. § 17-29-208, the Secretary of State issues a "certificate of existence" for a domestic LLC and a "certificate of authorization" for a foreign LLC authorized to transact business in Wyoming. The certificate states, among other things, whether the company's most recent annual report has been filed. Wyoming also gives the certificate a specific legal weight: subject to any qualification written on the certificate itself, it is conclusive evidence that the company exists (or, for a foreign company, that it is authorized to transact business in the state). That is a statement about existence and authorization. It is not a guarantee that a bank or agency will stop asking for other documents.
California calls its certificate a "Certificate of Status." The California Secretary of State describes it as certifying the entity's current status — active/good standing, suspended, dissolved, or cancelled. The label differs; the purpose is the same.
🇺🇸 If the IRS counts you as a U.S. person
You can request a certificate of good standing at any time your company needs one. The state does not ask who owns the company, who runs it, or where that person lives. It only checks whether your company has filed the required forms and paid the required taxes and fees.
Here is how to get one:
- Go to your state's Secretary of State website. Search for "certificate of good standing" or "certificate of existence." Most states offer online ordering.
- Provide your company's legal name and entity number. You will find the entity number on the documents you received when you registered the company.
- Decide which type you need. Ask whoever is requesting the certificate whether they want a short form (current status only) or a long form (full filing history). If they do not specify, ask before you order, because the long form costs more and reordering costs money.
- Pay the fee. The fee is set by the state and states change their fee schedules. Check the state's current fee schedule rather than a figure you read in an article. Delaware publishes its fees at corp.delaware.gov/fee, and Delaware's fees are scheduled to change on August 1, 2026.
How the certificate reaches you depends on the state and on what you pay for. Wyoming lets you generate a certificate online from your filing ID. Delaware sends requests by first class mail unless you pay for expedited service or give the Division a courier account number. Check the state's own page for current processing options before you promise a bank a date.
The certificate is a snapshot of the day it was issued. If you stop paying the annual tax or miss a required filing, the state can withdraw your good standing, and it will stop issuing certificates until you fix it. A certificate you ordered last year does not keep protecting you, and many banks ask for one issued recently.
🌏 If it does not
You get the certificate the exact same way. The state does not change its requirements based on where you live or where you are a citizen.
That is the point: a certificate of good standing is proof that your company has followed the law. The company is American. The owner is American, or the owner is not. But for the purposes of good standing, the state does not care. It only checks the company's filing and payment record, which is the same regardless of who owns it.
If you are outside the United States and a bank or government agency asks you for a certificate of good standing, order it the same way an American would. The process is identical.
Both lanes get the same answer
Because good standing is based purely on a company's compliance with state filing and tax rules, there is no difference between the two groups. The state does not even record who owns the company.
| What | 🇺🇸 | 🌏 |
|---|---|---|
| Who can request a certificate | Anyone, at any time | Anyone, at any time |
| What the state checks | Whether all required forms were filed and all taxes and fees were paid | Whether all required forms were filed and all taxes and fees were paid |
| Does the state ask about the owner's nationality or residence | No | No |
| Cost to request | Set by the state's fee schedule, and it depends on the form you order | Same fee schedule, same forms |
| When the state issues it | Unless a tax or fee is unpaid or a required filing is missing | Unless a tax or fee is unpaid or a required filing is missing |
Common mistakes
Both groups make the same mistakes.
- Assuming a certificate of good standing proves the company is profitable or well-run. It does not. It only proves compliance with paperwork.
- Waiting until you need the certificate to order it. If your company has missed a filing or a tax payment, you may not get one. Order it ahead of time to catch problems early.
- Confusing good standing with a business license. They are different. A business license is permission from a city or county to operate a specific type of business. A certificate of good standing is proof from the state that your company is registered and in compliance.
- Not asking which form the requester wants. Some banks and agencies want the long form with the full filing history, and a short form will not satisfy them. Ask before you order, because reordering costs money.
- Assuming the certificate proves you own the company. It does not. It only proves the company exists and is in good standing.
FAQ
What is the difference between a certificate of good standing and a certificate of incorporation?
A certificate of incorporation proves the company was officially formed by the state on a specific date. It is issued once, when you form the company. A certificate of good standing proves the company is currently in compliance with all filing and tax requirements. You can request it at any time, and you will get a new copy each time you request one. They prove different things.
Can the state revoke my company's good standing?
Yes. If you miss a tax payment, a required filing, or do not renew your annual registration, the state can withdraw your company's good standing. Once that happens, the state will refuse to issue new certificates until you fix the problem and pay any penalty or back fees the state imposes.
How often do I need to request a new certificate?
Only when someone asks for one. The state does not require you to keep certificates on file. Order one only when a bank, landlord, loan company, or government agency specifically requests it.
What if my company is registered in one state but operates in another?
If you registered in Delaware but operate in California, you need a certificate from Delaware, not California. But if you are doing business in California and California requires you to register there as a "foreign" company, you may also need a certificate from California. Check with your accountant or lawyer about which states require registration.
Can I get a certificate of good standing if I am behind on taxes?
No. The state will refuse to issue the certificate until you pay all outstanding taxes, fees, and penalties. If you know you are behind, contact your state's tax department first and catch up before you request a certificate.
How long does a certificate of good standing take to arrive?
It depends on the state and on the service you pay for. Some states, including Wyoming, generate the certificate online right away. Delaware returns standard requests by first class mail unless you pay for expedited service. Check the state's website for current processing options before you commit to a deadline.
Do I need a lawyer to request a certificate?
No. You can request one yourself online in most states. It is a simple process that takes a few minutes.