Who Needs a Certificate of Good Standing?

Not every business entity needs to have a certificate of good standing, but this document helps to establish your company as a legitimate venture and legally authorized to conduct business. It verifies that your business is in compliance within the State of Formation and therefore is in “good standing”.

Since not all types of business entities are required to be register with the state, not all types of entities will be able to get a certificate of good standing.

A certificate of good standing typically has an expiration date, which is generally when the registration is due to be renewed, or when periodic documents or registration fees are due. This could be at the end of a calendar year, or at some other time during the year when the state’s laws dictate the renewal or periodic filings.

Note: A certificate of good standing is not the same as a business license or permit, which must be obtained in order to legally conduct business. Additionally, a company can lawfully conduct business in its state of formation, without obtaining a certificate of good standing.

Sole Proprietors are not required to register in any state, and you will not need to be worried about a certificate of good standing. However, all states require legal formation of corporations and limited liability companies (LLCs).

Many types of business entities are required to be registered in some states, while others are not in other states. This includes partnerships, limited partnerships, limited liability partnerships (LLPs), and limited liability limited partnerships (LLLPs). If your business is organized as one of these entities, your state’s laws will determine whether or not registration is required.

How to Obtain a Certificate of Good Standing?

Certificate of Good Standing are obtained from the state agency where your business was registered. In most states, this is the secretary of state, or one of its subdivisions. These agencies go by different names in the following states:

Alaska: Department of Commerce, Community and Economic Development

Arizona: Arizona Corporation Commission

Delaware: Division of Corporations

Hawaii: Business Registration Division, Department of Commerce and Consumer Affairs

Maryland: Department of Assessments and Taxation

Massachusetts: Corporations Division, Secretary of the Commonwealth of Massachusetts

Michigan: Corporations Division, Department of Licensing and Regulatory Affairs

New Jersey: Division of Revenue and Enterprise Services, Department of the Treasury

Utah: Division of Corporations and Commercial Code, Utah Department of Commerce

Virginia: State Corporation Commission

Washington DC: Corporations Division of the Department of Consumer and Regulatory Affairs.

Wisconsin: Department of Financial Institutions

When is a Certificate of Good Standing Needed?

In most cases, a business only needs to provide a certificate of good standing, when it’s asked for.

For instance:

You’d be asked one by an individual or an organization with whom you have some type of business relationship. Like when you need to open a business bank account, apply for credit in the business name, or setting up an online or in-person point of sale terminal (POS) to accept credit or debit card payments. Or when applying to be registered to do business as a foreign entity in another state.