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A Certificate of Good Standing is a type of document issued by the state that indicates that a company exists and has accomplished all necessary licensing and regulatory requirements to transact business and operate in the state.
Are there other names for a Certificate of Good Standing?
Yes, it is also known as a Certificate of Existence or Certificate of Status. These terms are interchangeable, depending on what the state uses.
What does a Certificate of Good Standing mean for a company?
If you are a business owner, you would always want your company to be in “good standing” in all state records.
A Certificate of Good Standing generally means that:
A company can do business in your state
A company has paid all fees, taxes, or any applicable penalties
A company has filed its most recent annual report
A company has not filed Articles of Dissolution
Why is a Certificate of Good Standing important?
Aside from confirming that a business exists and can operate in the state where it is registered, a Certificate of Good Standing is required to register or transact business in other states as a foreign entity. This document is also commonly required in processing loans from banks and other lenders. A Certificate of Good Standing may also be asked for by some investors before forming business partnerships and transactions.
If your business is requested to obtain a Certificate of Good Standing but cannot produce one due to “bad standing” with the state and its requirements, this will potentially hurt your business.
Is a Certificate of Good Standing a legal requirement for all businesses?
No, a Certificate of Good Standing is not a legal requirement in itself. Meaning, not all business entities are required to have this document. Companies can conduct business operations without a Certificate of Good Standing for as long as they meet other legal requirements. Sole proprietorships are an example of business entities that are not required to register with the state. They are also not required to have a Certificate of Good Standing.
I am a business owner. Where can I apply for a Certificate of Good Standing for my business?
A Certificate of Good Standing is issued by the state agency where your business is registered. Most U.S. states register through the department of the secretary of state or a department under it. Below is a list of states with the corresponding department where you can get a Certificate of Good Standing:
Alaska - Department of Commerce, Community, and Economic Development
Arizona - Arizona Corporation Commission
Delaware - Division of Corporations
District of Columbia - Corporations Division of the Department of Consumer and Regulatory Affairs
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
Wisconsin - Department of Financial Institutions
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