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.

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 franchisetax@delawareinc.com), 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 corp@delaware.gov. 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.

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).

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.