Key Takeaways

  • A State of Delaware Certificate of Good Standing confirms that an LLC is legally compliant, up-to-date on all required filings, and authorized to conduct business in Delaware.
  • Delaware offers two certificate types: a Short Form (status confirmation only) and a Long Form (includes full filing history).
  • You can request certificates online, by mail, fax, or in person through the Delaware Division of Corporations.
  • Certificates are valid for about 60 days, and most institutions require a recently issued copy.
  • Typical reasons for requesting one include foreign qualification, banking, business licensing, and due diligence for mergers or financing.
  • Costs start at $50 for a short form and $175 for a long form, with additional fees for expedited processing.
  • Businesses not in good standing must resolve issues—like unpaid franchise taxes or late filings—before obtaining certification.

A Delaware Certificate of Good Standing LLC is a certificate that is distributed by the Secretary of State’s Office in Delaware, which indicates that the Delaware LLC is in good standing. Being in good standing means that your company is up-to-date with all state requirements, including state taxes, filings, licensing/permits, and other ongoing maintenance fees. If you ever need to show proof of your LLC status, then you will need to obtain a Delaware Certificate of Good Standing.

Use of a Certificate

A Certificate of Good Standing could be required in any one of the following circumstances:

  • If you plan on registering in a State other than the State of Delaware, then you will need to show proof of your Delaware LLC Status before you can form a foreign business in another state.
  • Many banks require LLCs to provide a certificate before they allow you to open a bank account or provide financing of any kind.
  • Some business vendors or suppliers might require that an LLC provides a certificate before they agree to enter into a business contract with them.

When You Need a Delaware Certificate of Good Standing

A State of Delaware Certificate of Good Standing may be required in many legal, financial, and regulatory contexts. Beyond bank accounts and vendor contracts, Delaware LLCs commonly need this document when:

  • Applying for business licenses or permits that require proof of active status.
  • Qualifying as a foreign LLC in another state—many states require evidence of current good standing before granting authority.
  • Merging, acquiring, or selling a business, where buyers or investors need assurance of compliance.
  • Renewing certain insurance policies or vendor registrations that require state verification.
  • Applying for government contracts or grants that require proof of corporate legitimacy.

Because the certificate serves as official evidence from the Delaware Secretary of State, it’s widely accepted as legal proof that your LLC exists and is operating under all state requirements.

How to Order a Certificate in Delaware

Keep in mind that the actual certificate is valid only for a certain period of time, and most parties requesting that you provide them with the certificate will not accept it if it is greater than 60 days old. Therefore, you should only request this certificate in the event that you need it to show proof of your LLC business status. With that said, before you order a certificate, it is best that you first do a quick search to find out if your LLC is in fact in good standing; otherwise, the Delaware Secretary of State will not provide you with a certificate. Furthermore, if you identify that your company is not in good standing, then you should immediately take necessary measures to ensure that your business is in good standing.

For example, if you owe franchise tax, then it must be paid in full before you can obtain a Certificate of Good Standing. In order to pay such tax in the State of Delaware, you can e-mail them at [email protected]), call 1-800-345-2677, or speak to a specialist on the website in order to determine how much you owe for this type of tax. Similarly, if you owe another type of tax, i.e., unemployment insurance tax, etc., you will need to contact the appropriate department to find out what you owe.

In order to request a certificate, you can submit the request by mail, fax, or in person. When submitting, be sure that you provide the order form, along with a telephone number in case someone needs to reach out to you. If you are submitting by mail, you can mail your request form to the Division of Corporations, John G Townsend Building, 401 Federal Street, Dover, DE 19901. If you are submitting the request by fax, you can fax your form to (302) 739-3812 fax. If you have any questions regarding the request form or processing time, you can call the office at (302) 739-3073 or e-mail them at [email protected]. Submitting the request in person will not automatically mean that your request is expedited; therefore, if you want the request to be expedited, you will have to pay the additional fees.

Step-by-Step: Requesting a Delaware Certificate Online or by Mail

To obtain a State of Delaware Certificate of Good Standing, the Delaware Division of Corporations offers multiple request methods:

  1. Online Request (Recommended)
    • Visit the Delaware Division of Corporations website.
    • Select “Online Services” → “Order a Certificate of Status”.
    • You’ll need your Entity File Number, which can be found via the Delaware business search tool.
    • Payments can be made by credit card. Processing typically takes 2–5 business days, though expedited options are available for an additional fee.
  2. Mail, Fax, or In-Person
    • Submit a completed order form including your entity name, file number, and contact information.
    • Mail to: Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901.
    • Fax requests to (302) 739-3812.
    • Walk-ins are accepted during normal business hours, but same-day service still requires payment of expedited fees.

If your LLC is not in good standing, you must correct all deficiencies first—this may include filing overdue annual reports or paying franchise taxes.

Cost for Obtaining a Certificate

It will cost $50 to obtain a short form Certificate of Good Standing. The short form certificate simply identifies the business name and status at the time the certificate was requested.

It will cost $175 to obtain a certificate of good standing – long form. This is the same as the Certificate of Good Standing but also identifies all of the documents filed by the LLC to date, along with the dates/times of filing. It also provides information regarding name changes, if applicable. The State of Delaware has a 1-6 week processing time and will mail you the certificate. For expedited processing, you will have to pay an additional $60 for 24-hour service (generally 1 day) or $80 for same-day processing (same business day).

Maintaining Good Standing in Delaware

To keep your LLC eligible for a State of Delaware Certificate of Good Standing, it must maintain compliance with all state obligations:

  • Pay Annual Franchise Tax: Due by June 1 each year for LLCs. Late payments may result in penalties and loss of good standing.
  • File Annual Reports (for corporations): LLCs typically don’t file reports, but corporations must.
  • Keep a Registered Agent in Delaware: Failure to maintain an agent results in automatic loss of good standing.
  • Comply with Other Agency Requirements: Such as Department of Labor or Division of Revenue filings if applicable.

If your LLC falls out of good standing, you can restore it by resolving all delinquencies and paying reinstatement fees. Only after reinstatement will the Delaware Secretary of State issue a new certificate.

Understanding Short Form vs. Long Form Certificates

The Delaware Secretary of State issues two versions of the Certificate of Good Standing:

  • Short Form Certificate ($50):
    Confirms only the entity’s name, status, and that it’s authorized to do business in Delaware. This version is sufficient for most general business purposes, such as banking or registration in another state.
  • Long Form Certificate ($175):
    Contains all filing history since the company’s formation, including amendments, mergers, name changes, and conversions. Often required for high-value transactions, acquisitions, or due diligence.

Processing Times:

  • Standard: 1–6 weeks by mail.
  • Expedited: $60 for 24-hour service or $80 for same-day service.
    For international use, you can request an Apostille or authentication to validate the certificate for use in foreign jurisdictions.

Frequently Asked Questions

  1. How long is a Delaware Certificate of Good Standing valid?
    Generally, the certificate is accepted for up to 60 days, but some institutions may require one issued within 30 days.
  2. Can I order a Delaware Certificate of Good Standing online?
    Yes. You can request and pay for the certificate directly through the Delaware Division of Corporations website.
  3. What if my Delaware LLC is not in good standing?
    You’ll need to resolve all outstanding taxes or filings first. Once your entity is compliant, you can request the certificate.
  4. What is the difference between a short and long form certificate?
    The short form verifies only your entity’s legal existence, while the long form includes full filing history and is used for detailed verification needs.
  5. Can I use my certificate outside the United States?
    Yes. You can request an Apostille from the Delaware Secretary of State for international recognition.

If you need help obtaining a Delaware Certificate of Good Standing, or if you need help maintaining compliant with the requirements established by the State of Delaware, 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.