Certificate of Existence

A Certificate of Existence, also referred to as a Certificate of Good Standing or a Certificate of Authorization, is a state-used document that proves that your company has met certain statutory requirements and is authorized to conduct business in that particular state.

However, a number of states do not issue such certificates, but instead issue certificates that merely indicate that the company is registered in the state. These certifications can be either short-form good standing or long-form good standing certificates. A short-form good standing certificate provides a short overview of the company’s basic information, such as the name and status. A long-form good standing certificate, however, will provide additional information including dates in which the entity registered as well as dates of other filings.

Keep in mind that when obtaining a Certificate of Existence, the certificate will only indicate the status of the company as it relates to compliance and statutory requirements for good standing. Some states, such as Delaware, will also provide specific tax information on the Certificate of Existence; but most tax-related information will need to be obtained from the Department of Revenue. Some states, including New York, Pennsylvania, and Texas, provide tax information with no consent; however, most states keep such tax records confidential.

Difference Between Certificate of Existence and Certificate of Incorporation/Organization

A Certificate of Existence is not the same as a Certificate of Incorporation or a Certificate of Organization. The only information on a Certificate of Existence is the business’s name, current status (active, dissolved, struck-off), and information regarding whether or not the business has filed an annual report and is up-to-date on its state fee payments.

When a Certificate of Existence May Be Required

  • If applying for foreign qualification through the state government
  • If obtaining financing from a lender
  • If engaging in a transaction through a financial institution
  • If doing business with partners or investors
  • In order to apply for specific licenses or permits
  • If selling your business
  • If you plan to do business in another state, you may be required to furnish the certificate

Steps to Getting a Certificate

In addition to the filing fee, you must provide the following information about your business when getting a Certificate of Existence:

  • Company name
  • Date of formation
  • State of formation
  • Business address
  • Registered agent name/address
  • Federal tax identification number (TIN)
  • Unemployment insurance number

If you are getting your own certificate for any of the purposes mentioned above in the prior section, then you will want to ensure that you don’t obtain the certificate too close to the closing date if you are engaging in a business deal or transaction. In fact, some states require that the certificate be dated within 30 days, while others allow 90 days or even 6 months. However, you should always ensure that your certificate isn’t outdated so not to prevent any deals from closing. Oftentimes, a client will order what is called a “