Certificate of Good Standing in 2026: What It Is, How to Order One and How to Fix Your Status

Sooner or later a bank, a lender, a landlord, a buyer or another state will ask your company for a certificate of good standing. It is one of the cheapest documents a state issues, and usually one of the fastest to get, but only if your company really is current. This guide explains what the certificate proves, what each state calls it, how to order it in the six states small businesses use most, and how to fix your status when the state says you are not in good standing. Fees were checked on each state's official site in October 2026.

Quick answer

A certificate of good standing is an official statement from your state of formation or registration that your LLC or corporation exists and is current with its required filings and state taxes. You order it from the Secretary of State (Delaware's Division of Corporations, California's bizfileOnline, Texas SOSPortal, Florida Sunbiz and so on), and most states issue it online the same day.

• Also called a certificate of status, existence or fact — same purpose

• 2026 fees: Wyoming free, California $5, Florida $5–$8.75, Texas $15, New York $25, Delaware $50

• Missed annual reports, unpaid franchise tax or no registered agent will block it

• Need it abroad? Add an apostille from the same state

What a certificate of good standing proves

A certificate of good standing confirms three things about a business entity on the date it is issued: that it was legally formed or registered in that state, that it has not been dissolved, revoked or forfeited, and that it is up to date with the state's ongoing requirements. Those requirements are usually an annual or biennial report, the state's annual fee or franchise tax, and a registered agent on file.

It does not prove that the company is solvent, that it has paid federal taxes, that it holds the right licenses or that it has no lawsuits. Nor does it cover every state agency. A certificate from the Secretary of State says the entity is in good standing on the Secretary of State's records; in some states, such as Texas, a separate tax agency issues its own status certificate.

Only entities registered with the state can get one. LLCs, corporations, limited partnerships and LLPs qualify. A sole proprietorship or a general partnership that never filed formation documents has nothing on the state's books to certify, so those owners show their DBA filing or business license instead.

Different names, same document

States use different names. Delaware and Wyoming call it a Certificate of Good Standing. California, Florida and New York call it a Certificate of Status. Texas issues a Certificate of Fact — Status from the Secretary of State, while the Texas Comptroller's franchise tax version is now called a Certificate of Account Status. Other states use Certificate of Existence or Certificate of Authorization. If a bank asks for a "certificate of good standing" from one of these states, the state's own version is what they mean.

Certificate of good standing at a glance (2026)

free

Wyoming, online

Cheapest of the six

$5

California Certificate of Status

bizfileOnline

$50

Delaware short form

Long form $175

Minutes

Typical online turnaround

New York is mail or email only

Why banks, lenders and other states ask for one

The most common request comes when you register an existing company in a second state. A Delaware LLC opening an office in Texas, or a Florida corporation qualifying in Georgia, is usually asked to file a certificate from its home state along with the foreign registration. The new state wants proof that the company it is registering actually exists back home.

Banks ask for one when you open a business account, apply for a loan or line of credit, or add a signer. Lenders reviewing an SBA loan typically check the borrower's status as part of their due diligence, and a lapsed company can delay closing. Commercial landlords, franchisors, payment processors, government contracting offices and large customers onboarding a new vendor ask for the same reason: they want to know they are contracting with a live company.

Buyers and investors ask during a sale or funding round, often for the long form that lists the company's filing history. And if you plan to use the company abroad, to open a foreign bank account or register a subsidiary, the foreign authority will usually want the certificate with an apostille.

Certificate of good standing by state: names, fees and how to order

The table compares the six states where small businesses most often form or register. Fees are the state's base charge for one certificate; expedite and apostille fees are extra.

Delaware

Delaware is where most venture-backed companies and many holding companies are formed, so Delaware certificates are requested more than any other. The Division of Corporations issues a short form Certificate of Good Standing for $50, which states that the entity exists and is in good standing, and a long form for $175, which also lists the entity's filings. Most banks only need the short form; investors and acquirers often ask for the long form.

Delaware sells faster handling per file number: same-day and 24-hour fees apply to certificates, and priority one-hour and two-hour services cost far more. Many owners order through their Delaware registered agent, which is often quicker than ordering yourself and costs the state fee plus the agent's charge.

A Delaware LLC is in good standing only if its annual tax is paid. The tax is $400 a year, due June 1, and a late payment adds a $200 plus 1.5% interest a month. Corporations file an annual report and pay franchise tax by March 1, with a $50 report fee and a minimum tax of $175 under the authorized shares method. A Delaware company with an unpaid prior year will not get a good standing certificate until the balance is cleared.

California

California's version is the Certificate of Status, which costs $5 and is available within minutes on bizfileOnline. Since August 1, 2026, the Secretary of State requires a web user account to submit filings on bizfileOnline, so set one up before you need a certificate in a hurry.

California is unusual because two agencies can take a company out of good standing. The Secretary of State can suspend or forfeit an entity that fails to file its Statement of Information, and may impose a $250 penalty that the Franchise Tax Board collects. The Franchise Tax Board can suspend an entity that fails to file returns or pay taxes, penalties or fees, and every LLC and corporation registered with the Secretary of State owes at least $800 a year in franchise or annual tax regardless of activity. A suspended California company loses its rights, powers and privileges, which can include the ability to defend itself in court.

Texas

Texas issues two documents that people call a good standing certificate, and lenders sometimes want both. The Secretary of State issues a Certificate of Fact — Status for $15 (or a long form listing filings for $25), which is official evidence that the entity exists or is authorized to do business in Texas. The Comptroller issues a Certificate of Account Status about the company's franchise tax account, and anyone can check that status free with the Comptroller's online search.

Order the Secretary of State certificate through SOSPortal, which replaced SOSDirect and SOSUpload on September 29, 2026. You can also email the certifying team or order by mail. Expedited processing of a certificate costs $10 extra. If the Comptroller has forfeited your right to transact business for unpaid franchise tax, the Secretary of State's certificate will reflect it, so clear the Comptroller side first. A missing registered agent can also lead to termination; see our guide to the Texas registered agent rules.

Florida

Florida's Division of Corporations, better known as Sunbiz, issues a Certificate of Status for $5 for an LLC or $8.75 for a corporation. You can order and download it on Sunbiz in a few minutes.

Florida status depends on the annual report. Every LLC and corporation must file between January 1 and May 1, and for-profit entities that file after May 1 pay a $400 late charge on top of the report fee. Companies that still have not filed are administratively dissolved on the fourth Friday in September each year. A dissolved company is not in good standing until it reinstates.

What keeps a company in good standing

0/6

• Annual or biennial report filed on time (Florida by May 1; California Statement of Information in your filing window)
• Annual tax or franchise tax paid (Delaware LLCs by June 1, Delaware corporations by March 1)
• State tax returns filed, not just paid (California FTB, Texas Comptroller)
• A registered agent and registered office on file in every state where you are registered
• Foreign registrations kept current in each state you have qualified in
• Business entity database checked at least once a year

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New York

New York's Department of State issues a Certificate of Status for $25, but it is the main state where you cannot order one online or by phone. Send a written request by mail or hand delivery to the Division of Corporations, 99 Washington Avenue, 6th Floor, Albany, NY 12231, or by email with the Department's credit card authorization form. Expedited handling costs $25 (24 hours), $75 (same day) or $150 (2 hours) per document.

A New York certificate shows that the entity exists on the Department of State's records. It is not a statement about tax compliance, which New York tracks separately, so a lender who also wants tax status may ask for something more.

Wyoming

Wyoming is the simplest. The Secretary of State issues Certificates of Good Standing free through the WyoBiz online system, and you can download one at any time. Wyoming entities stay in good standing by filing an annual report and paying the annual report license tax, which is $60 or two-tenths of a mill on Wyoming assets, whichever is greater, and by keeping a Wyoming registered agent.

How to order a certificate of good standing

The process is the same in almost every state, and it takes about ten minutes online when your company is current.

Order your certificate

1. 1

   Check your status first

   Search your company on the state's business entity database. If it shows anything other than active or good standing — delinquent, suspended, forfeited, dissolved — fix that before you pay for a certificate.

2. 2

   Confirm what the recipient wants

   Ask whether they need the Secretary of State certificate, a tax status certificate (Texas), a long form with filing history (Delaware, Texas), a certified copy or an apostille, and how recent it must be.

3. 3

   Order from the state where the company is registered

   Use your home state for the main certificate. If the recipient is in a state where you are registered as a foreign entity, they may want that state's certificate instead.

4. 4

   Pay and download

   Most states email or display a PDF immediately. Paper or certified copies take longer, and New York requests go by mail or email.

5. 5

   Send it before it goes stale

   The certificate only reflects your status on the issue date. If the deal or application slips by weeks, the recipient may ask for a fresh one.

How to restore good standing

If the state says your company is not in good standing, the fix is almost always to file what is missing and pay what is owed. The state then updates the record and issues the certificate. The longer you leave it, the more penalties add up, and in some states the company is eventually dissolved and must formally reinstate.

Start by finding out why. The state's entity search usually shows the status and sometimes the reason, and the tax agency's account will show unfiled returns or balances. The causes fall into three groups: a missed annual report or statement of information, unpaid annual fees or franchise taxes, and a registered agent who resigned or was never replaced.

Each state then has its own remedy:

• Delaware: pay the overdue annual tax or franchise tax and file any missing annual reports, plus the $200 plus 1.5% interest a month. Entities that stay delinquent for long enough are voided or cancelled and must file a certificate of revival or restoration.
• California: file all past-due returns with the Franchise Tax Board, pay all balances, file any missing Statement of Information, and submit the revivor application — FTB 3557 BC for corporations or FTB 3557 LLC for LLCs. The FTB then issues an entity status letter.
• Texas: file the missing franchise tax reports and pay the tax with the Comptroller, then file Form 801 for reinstatement with the Secretary of State for $75 if the entity was forfeited or terminated. Updating the registered agent needs its own Form 401.
• Florida: file a reinstatement with all missing annual reports. The reinstatement fee is $100 for an LLC and $600 for a corporation, plus the annual report fees for each missed year.
• Wyoming: reinstatement after a tax default costs $100 plus the overdue annual report license tax; reinstatement after losing a registered agent costs more.
• New York: entities dissolved by proclamation for unpaid franchise taxes are reinstated by clearing the tax with the Department of Taxation and Finance; other status issues go through the Department of State.

A worked example

A two-member Florida LLC forgot its 2026 annual report and was administratively dissolved on the fourth Friday of September. To get back in good standing in October, it files a reinstatement on Sunbiz with the $100 reinstatement fee and the missed annual report, paying the $138.75 report fee plus the $400 late charge. That is $638.75 before the $5 Certificate of Status it then orders for its bank, and the bank account opening slips by about a week. Filed on time in the spring, the same report would have cost $138.75.

The lesson for every state is the same: put your annual report and tax dates in a calendar the day you form the company. Our LLC formation guide lists the yearly costs to budget by state.

Apostilles: using the certificate abroad

A certificate of good standing on its own is a domestic document. To use it in another country, you usually need it authenticated so foreign officials can trust the signature and seal. For the more than 120 countries that belong to the Hague Apostille Convention, that means an apostille, issued by the Secretary of State of the same state that issued the certificate.

Getting a certificate ready for use abroad

Step 1

Order the certificate from your state

Step 2

Request an apostille from the same Secretary of State

Step 3

Hague country?

Apostille is enough

Step 4

Non-Hague country

Authentication, then embassy legalization

Fees are modest. Delaware charges $30 for a commercial apostille, with same-day and 24-hour options, and Texas charges $15 for an apostille on a business entity document. Order the certificate and the apostille together where the state allows it, because a certificate from one state cannot be apostilled by another.

For countries outside the Convention, such as some in the Middle East and Asia, the state issues an authentication certificate instead, and the document then goes to that country's embassy or consulate for legalization. Check the receiving country's requirements first, as some also want a certified translation.

Common mistakes

The most common mistake is ordering from the wrong state. A Delaware LLC registered to do business in California has two records. A California bank may want the Delaware certificate to prove existence and the California certificate to prove the foreign registration is current. Ask which one before you pay.

The second is paying a third-party site several times the state fee for a certificate you could download yourself in minutes. Some services add value by handling apostilles or rush orders in states without online ordering, but for Wyoming, California, Florida, Texas and Delaware the state sites are straightforward.

Third, assuming good standing at one agency means good standing everywhere. A Texas company can be active at the Secretary of State and still have a franchise tax problem at the Comptroller. A California company can be active at the Secretary of State and suspended by the Franchise Tax Board. When a lender asks, check both.

Fourth, ordering too early. If your loan or foreign registration is weeks away, a certificate dated today may be too old by the time it is reviewed. Order close to the date you submit.

Official links to order a certificate

• Delaware Division of Corporations fee scheduleGood standing, apostille and expedite fees
• California business records and certificatesOrder on bizfileOnline
• Texas copies and certificates (SOSPortal)
• Texas franchise tax account status
• New York Certificate of StatusMail, hand delivery or email
• Wyoming business fee scheduleFree certificates on WyoBiz
• California FTB — revive a suspended business

What to do next

Look up your company on your state's database today, even if no one has asked for a certificate yet. If anything is overdue, fix it now while the penalty is small. If you are forming a new company, our guide to starting an LLC covers the annual filings that keep you in good standing, and the business licenses guide covers the local permits lenders also check.

This is general information, not legal or tax advice — confirm on the official source or with a professional.

Frequently asked questions

What is a certificate of good standing?

It is an official certificate from the state where your LLC or corporation is registered confirming that the company exists and is current with that state's filing requirements, such as annual reports and franchise taxes. Depending on the state it may be called a certificate of status, certificate of existence or certificate of fact. Banks, lenders and other states use it to confirm your company is active.

How much does a certificate of good standing cost?

It depends on the state. In 2026 Wyoming issues one free online, California charges $5, Florida $5 for an LLC or $8.75 for a corporation, Texas $15, New York $25 and Delaware $50 for the short form. Expedited handling and apostilles cost extra.

How long is a certificate of good standing valid?

The certificate itself has no expiry date — it states the company's status on the day it was issued. But the bank, state agency or buyer asking for it usually wants a recent one, and many set their own age limit. Ask the recipient how recent it must be before you order, so you do not have to buy a second copy.

Why is my company not in good standing?

The usual causes are a missed annual report or statement of information, unpaid franchise or annual taxes, or no registered agent on file. In California, the Franchise Tax Board can also suspend a company for unfilled tax returns. Fix the underlying filing or payment first; the status updates once the state processes it, and then you can order a new certificate.

Can I get a certificate of good standing online?

In most states, yes. Delaware, California, Florida, Texas and Wyoming all issue them online, often within minutes. New York is the main exception: its Certificate of Status cannot be ordered online or by phone and must be requested in writing by mail, hand delivery or email with a card authorization form.

Do I need an apostille on a certificate of good standing?

Only if you will use it in another country. Countries that belong to the Hague Apostille Convention accept a certificate with an apostille from the same state's Secretary of State. Delaware charges $30 and Texas $15 for a commercial apostille. Countries outside the Convention require authentication and then legalization by their embassy.

Sources & verification

Figures on this page were checked against the sources below when it was last reviewed on 7 October 2026. Each rate and limit is stored once with its own official source and review date, and official update channels are monitored daily so changes are picked up. How we verify

1. 1.Division of Corporations fee schedule (August 2026) — Delaware Division of Corporations · accessed 7 October 2026
2. 2.LLC/LP/GP annual tax instructions — Delaware Division of Corporations · accessed 7 October 2026
3. 3.Annual report and tax information — Delaware Division of Corporations · accessed 7 October 2026
4. 4.Business records — fees — California Secretary of State · accessed 7 October 2026
5. 5.Statements of Information — California Secretary of State · accessed 7 October 2026
6. 6.My business is suspended — revive my business — California Franchise Tax Board · accessed 7 October 2026
7. 7.Copies and certificates — Texas Secretary of State · accessed 7 October 2026
8. 8.Form 806 — Business filings and trademarks fee schedule (rev. 09/26) — Texas Secretary of State · accessed 7 October 2026
9. 9.Franchise tax account status search — Texas Comptroller of Public Accounts · accessed 7 October 2026
10. 10.Sections 605.0213, 607.0122 and 607.193, Florida Statutes — The Florida Senate · accessed 7 October 2026
11. 11.Section 605.0714, Florida Statutes — administrative dissolution — The Florida Senate · accessed 7 October 2026
12. 12.Certificate of Status — New York Department of State · accessed 7 October 2026
13. 13.Business Division filing fee schedule (effective July 1, 2026) — Wyoming Secretary of State · accessed 7 October 2026