Key Takeaways

  • An LLC Certificate of Good Standing verifies that your business meets all state compliance and tax requirements.
  • Most states require you to be up to date on annual reports, fees, and taxes before the certificate can be issued.
  • The certificate is often necessary for bank loans, business registrations in other states, or investor due diligence.
  • Certificates may expire within 30–90 days depending on the state’s validity period.
  • Keeping your LLC in good standing requires proactive compliance with filings, tax obligations, and registered agent requirements.
  • Businesses can request the certificate directly from the Secretary of State’s office or online through their business services portal.
  • You can find an attorney on UpCounsel for assistance with obtaining or maintaining your LLC’s good standing status.

A Certificate of Good Standing LLC is a certificate that is issued by the Secretary of State’s office that proves a business is in good standing, and as such, has complied fully with all relevant regulations. The Certificate of Good Standing can be provided for any type of business structure (partnership, corporation, etc.), and not just an LLC. Furthermore, the Certificate of Good Standing provides that your business is both registered and authorized to conduct business in that particular state.

After you form your business, you’ll want to remain compliant with all of the federal, state, and local regulations and laws, including the annual and biennial report, as well as other required forms and paperwork that is necessary in your company’s home state. You must also be up-to-date on all tax payments and licensing/permit authorization and renewals. Therefore, if you have remained current on all requirements and fees, then you can easily obtain a Certificate of Good Standing.

How to Obtain a Certificate of Good Standing

In order to obtain this certificate, your business must meet the following criteria:

  • Your business must be a legal entity within the state that it was formed
  • Your business cannot be in default or suspended for any reason
  • Your business must be up-to-date on all tax filings and other requirements, i.e. employment tax, franchise tax, sales and use tax, annual reporting, periodic filings if required by the state, etc. While not all such items are required, it will depend on the industry in which you operate, how you operate, if you have employees, and the state in which you operate as to what is required of your business.

Some states indicate that the certificate must be dated within 30 days; however, other states allow up to 90 days, while others allow a certificate up to 6 months old. This means that, if a bank requires that you provide this certificate before opening a new business banking account, then you will need to adhere to the date requirement, and ensure that you bring a certificate that is not dated past the allowable timeframe.

Keep in mind that vendors or banks allow you to present a copy of the certificate, whereas others require a Certificate of Good Standing in its original form. Furthermore, you might even need to present this certificate to another state, especially if you plan on registering as a foreign business in another state in which you generally operate. Therefore, you might need to provide the state with your domestic Certificate of Good Standing.

Steps to Request a Certificate of Good Standing

While the exact process differs by state, the general steps include:

  1. Verify your LLC’s status using the Secretary of State’s business search tool.
  2. Submit an online or paper request through the state’s business filing division.
  3. Pay the required fee. This typically ranges from $5 to $50 depending on the state.
  4. Receive your certificate electronically or by mail—some states issue same-day delivery for digital requests.

It’s important to note that the certificate reflects your status as of the issuance date only. For legal or financial transactions, ensure the document is dated within the timeframe required by the recipient (often 30–60 days old at most).

Understanding State Requirements for an LLC Certificate of Good Standing

To qualify for an LLC Certificate of Good Standing, your business must meet specific state requirements that go beyond simple registration. Most states require:

  • Timely filing of annual or biennial reports. Missing a report can immediately cause a loss of good standing.
  • Payment of all state and local taxes. Franchise, sales, and employment taxes must be current.
  • Active registered agent. Each LLC must maintain a registered agent for service of process within the state.
  • Valid business licenses and permits. Industry-specific or local licensing must be renewed regularly.

Before applying, confirm whether your state offers online issuance or requires a mailed request. Some states—such as Delaware and Nevada—also provide expedited processing for an additional fee.

Why Good Standing is Important

Maintaining good standing is important because it might mean that you cannot open a business bank account, obtain lending from a financial institution, or even renew business licenses and permits for your business. In order to remain in good standing, you must comply with all federal, state, and local rules and regulations. An example of failing to be in good standing includes not filing an annual report, filing the annual report late, or failing to pay required fees to the state.

How to Maintain Your LLC in Good Standing

Maintaining an LLC’s good standing requires continuous attention to compliance obligations. To stay compliant:

  • File annual or biennial reports before their due dates.
  • Keep accurate internal records such as meeting minutes, ownership changes, and operating agreement amendments.
  • Update the registered agent and office address promptly when changes occur.
  • Renew business licenses and permits before expiration.
  • Monitor state notifications—many states send reminders electronically, but failure to respond can still result in penalties.

Proactive compliance not only prevents administrative issues but also protects your LLC’s credibility with partners, regulators, and investors.

Consequences of Losing Good Standing

Failing to maintain good standing can have serious operational and legal consequences for your LLC. Some common outcomes include:

  • Administrative dissolution by the state for failure to file reports or pay fees.
  • Inability to enforce contracts or bring lawsuits in state courts until reinstated.
  • Loss of liability protection, which can expose members to personal liability for business debts.
  • Ineligibility for financing or government contracts, since lenders and agencies often verify standing status.

If your LLC loses its good standing, most states allow reinstatement by filing past-due documents, paying penalties, and requesting restoration from the Secretary of State.

What a Certificate of Good Standing is used for

There are several reasons that a Certificate of Good Standing might be requested, and different issues that it could be used for. For example, most financial institutions require a certificate from any business prior to doing business with them, i.e. obtaining financing, entering into a loan agreement, etc. Below are some additional reasons as to why your company might need this certificate:

  • Licensing agencies might require a certificate before you can renew licenses
  • Regulators might require a certificate before you can renew permits
  • Brokers or potential buyers might require a certificate before purchasing property from your LLC (assuming you have property to sell or even investment property to rent out)
  • Investors might ask for a certificate before contributing to your LLC
  • Business vendors and suppliers might ask for a certificate before entering into an agreement with your business
  • Other states might require this if you want to form a foreign business in those states

When You Don’t Need a Certificate of Good Standing

Not every situation requires a certificate. For example, small business vendors or local transactions within your home state rarely need formal proof. However, it becomes essential when:

  • Expanding operations into another state (foreign qualification).
  • Applying for a state or federal business license.
  • Seeking bank loans, investor funding, or large-scale partnerships.

If you’re unsure whether your situation requires a certificate, consulting a business attorney can help ensure compliance without unnecessary fees.

How Long Is a Certificate of Good Standing Valid?

A Certificate of Good Standing is generally valid for a limited period, often 30 to 90 days depending on the state. Because of this short validity window, many banks, licensing agencies, and investors will only accept a recently dated certificate. If your transaction is delayed, you may need to request a new certificate to demonstrate that your LLC remains compliant.

Frequently Asked Questions

  1. How long does it take to get an LLC Certificate of Good Standing?
    Most states process requests within 1–3 business days, though expedited options can provide same-day results.
  2. Can I obtain the certificate if my LLC is not current on taxes?
    No. You must resolve all outstanding tax or filing issues before the state will issue your certificate.
  3. Is a Certificate of Good Standing the same as a business license?
    No. A business license allows you to operate; a Certificate of Good Standing confirms your compliance with state regulations.
  4. Do I need a new certificate for every state where I register?
    Yes. Each state issues its own certificate, and a domestic certificate must often be presented when registering as a foreign LLC.
  5. How can I restore my LLC’s good standing if it lapses?
    File overdue reports, pay outstanding fees, and request reinstatement through the Secretary of State’s office. Once approved, you can reapply for a valid certificate.

If you need help obtaining a Certificate of Good Standing, or if you need help maintaining compliant with the requirements established by your LLC’s home state, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.