Certificate of Good Standing in Delaware

A certificate of good standing Delaware LLC is a document that comes from the state of Delaware giving permission for the LLC to business. This certificate is also referred to as the certificate of existence. When an LLC holds an active certificate, this means that the business is not overdue on any of its annual tax reports or franchise taxes. Overall, this document states that a business is in good standing with Delaware. 

You might also hear the certificate of good standing referred to as the authority to conduct business. An LLC owner will receive this electronically from the state of Delaware, as long as you pay the required fees on time. Another name for this document is the certificate of status. A paper copy of this certificate will be printed on special paper and include some specific information about the business. It will also bear the Secretary of State's signature.

The certificate includes the good standing status for an LLC or corporation, along with information about the date of incorporation and if the business is current on its payment of taxes. If anyone needs to see the proof of business status for your LLC, you need to obtain a certificate of good standing from the state of Delaware.

You will usually need to show your LLC's certificate of good standing before you can:

  • Engage in a business merger
  • Buy or sell any real estate
  • Open a business bank account
  • Get a certificate of authority, which allows the LLC to operate in another state
  • Receive a business loan

The certificate of good standing will verify that the LLC listed is authorized to do business in Delaware as of the issue date, so you can typically use the same certificate for up to 60 days after it was issued. After 60 days, you may need a new certificate of good standing to qualify for loans or other business transactions. Since a certificate of good standing does have some time sensitivities, it's smart to wait to order one until you have need for it or someone asks for it.

Only businesses that are in good standing in Delaware will receive the certificate. Any business that is behind on paying its franchise taxes to the state of Delaware must be caught up before a certificate of good standing will be available. You can look at the database on the state of Delaware website to figure out your business entity's status.

You can also learn more by contacting the Division of Corporations, Delaware Secretary of State:

John G Townsend Building

401 Federal Street

Dover, DE 19901

(302)739-3073 phone

(302)739-3812 fax

corp@delaware.gov

Delaware is unique in that it's one of the only states where you cannot get the status information about a business entity without paying. The state relies on taxes and fees brought in from LLCs and corporations operating in the state of Delaware. As a result, much of the information available for free in other states will come with a cost in Delaware. For example, looking up the business entity's status on the Division of Corporations site will cost a $10 fee. 

One option to get around the fee is contacting the office by phone and asking whether any franchise tax is owed by your LLC. If the representative you speak to informs you that the LLC is up-to-date on franchise taxes, the status will be good.

How to Get a Certificate of Good Standing from the Delaware Secretary of State?

A certificate of good standing is available to order in person, by mail, or by fax. To order your certificate by mail, complete and include the required order form, along with a request cover letter that includes your daytime phone number in case any questions come up. To order your certificate by fax, complete and include the required order form, along with a fax cover sheet with your daytime phone number. To order your certificate in person, bring your order form to the office. Expedited processing is only available when you pay the required priority fee.

Upon completing the order process, you will receive your certificate of good standing via the regular mail. However, you can request expedited shipping if you include a FedEx or UPS account number or a prepaid and self-addressed envelope.

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