Key Takeaways

  • A Certificate of Existence proves a business is legally compliant and in good standing with its state.
  • It differs from a Certificate of Formation, which is the initial document that legally creates a business.
  • Common uses for a Certificate of Existence include obtaining financing, licenses, and registering to operate in another state.
  • States may issue short-form or long-form versions, and some include tax standing information.
  • Requirements, validity periods, and fees for these certificates vary widely by state.
  • Some states, like Tennessee and Indiana, allow online or mail-based requests and charge nominal fees.

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.

State-by-State Certificate Naming and Availability

The term “Certificate of Existence” is commonly used, but not universal. Some states use alternative terms for essentially the same document:

  • Indiana and Tennessee refer to it as a “Certificate of Existence” or “Certificate of Good Standing.”
  • Kansas provides certified copies and status certificates under the business entity search section.
  • California calls it a “Certificate of Status.”
  • Delaware often includes franchise tax status with the certificate.

In Indiana, for example, you can request a Certificate of Existence online or by mail. Requests can take up to five business days, and the fee is $26 for online processing and $30 for paper requests. Tennessee also processes requests online and typically charges $20, with credit card payments accepted.

Understanding the Certificate of Formation

A Certificate of Formation is the foundational legal document that officially registers a business entity—such as a limited liability company (LLC) or corporation—with the Secretary of State in the chosen formation state. It may also be known as the Articles of Organization or Certificate of Organization, depending on the state.

This document includes key information such as:

  • Business name and entity type
  • Principal business address
  • Name and address of the registered agent
  • Duration of the entity (if not perpetual)
  • Purpose of the business (in some states)
  • Organizer or incorporator details

Once filed and accepted, the Certificate of Formation legally creates the entity, allowing it to conduct business. Unlike the Certificate of Existence—which shows ongoing compliance—the formation certificate only pertains to the business’s creation.

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

Processing Times and Cost Considerations

While the steps to request a Certificate of Existence are fairly standard across states, processing times and fees vary:

  • Online vs. Mail: Online requests are usually faster. Indiana, for example, processes online requests within 1–2 days, while mail may take longer.
  • Cost: Most states charge between $10 and $30. Tennessee’s fee is $20 regardless of request method.
  • Expedited Services: Some states offer same-day or next-day service for an additional fee. Be sure to check your Secretary of State’s website for rush options if time-sensitive.

It's a good practice to confirm whether the recipient requires a short-form or long-form certificate before ordering, as not all states provide both.

State-Specific Rules and Validity Periods

Each state has unique requirements and rules regarding the issuance and validity of a Certificate of Existence:

  • Texas: Offers Certificates of Fact – Status, which confirm the entity is in existence and compliant.
  • Delaware: Includes franchise tax status on its certificates.
  • California: Issues a Certificate of Status upon request.
  • New York & Pennsylvania: Provide tax standing information alongside status data.

It's crucial to verify how recent the certificate must be. For example, banks or state licensing authorities may only accept a certificate issued within 30 days. Others might allow certificates up to 90 days or even six months old.

Common Issues and Proactive Tips

Before applying for a Certificate of Existence, consider the following best practices:

  • Check Good Standing Status: Ensure your business has filed all annual reports and paid necessary fees.
  • Avoid Last-Minute Orders: If you need the certificate for a deal or filing, order it early to avoid processing delays.
  • Know the Delivery Options: Some states offer expedited services for an additional fee.
  • Keep It Updated: If frequently doing business across states or with lenders, maintain a current certificate on file.

Ordering a certificate too far in advance of its intended use may lead to rejection for being outdated.

Digital vs. Paper Certificates

Many states now offer electronic delivery of Certificates of Existence, which can be downloaded immediately upon approval. However, be aware that:

  • Digital certificates may not be accepted in all scenarios. Some banks and government agencies still require physically signed or embossed paper copies.
  • Verify the delivery format. States like Indiana allow you to choose between digital or mailed hard copies for an additional fee.
  • Check document authenticity features. Electronic certificates may include a digital seal or QR code that can be verified online.

Frequently Asked Questions

1. What does a Certificate of Existence include?

It typically includes your business's legal name, current status (active/inactive), formation date, and compliance status with state requirements.

2. How much does a Certificate of Existence cost?

Fees range from $10 to $30 depending on the state and method of delivery (online vs. mail).

3. Can I get a Certificate of Existence online?

Yes, most states now offer online ordering through their Secretary of State or business services portals.

4. How long does it take to receive the certificate?

Processing can range from immediate (online) to several business days (mail). Expedited options may be available.

5. Is a Certificate of Existence required to operate in other states?

Yes, it is often needed when registering as a foreign entity or applying for business licenses in another state.

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 as not to prevent any deals from closing. 

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