Certificates of Good Standing

After an entity (either a business corporation, limited liability company or non-profit corporation) is formed, there is often a need to obtain a document which certifies that the entity is: a) still in existence; b) is up to date on its annual reports and franchise taxes; c) up to date on all of its statutory and administrative requirements.

That document is known as a Certificate of Good Standing (sometimes referred to as a Certificate of Existence or a Certificate of Status, depending upon the state). A Certificate of Good Standing is exactly what it sounds like.

Often, when an entity is filed in a particular state or country it may, for various reasons, want to file an “application for authority” to do business in another state.  In order to do this, the entity must obtain a Certificate of Good Standing from the state in which it was originally formed in order to prove that it legally and properly exists in its “home” state.

However, there are other reasons that a company may want to obtain a Good Standing Certificate.  For example, a bank may request one for purposes of opening bank accounts for the business, loans, sales or purchases or other financial matters.  It can often be used to show a chain of title of a business if the business has undergone changes to its name or has merged with another company. It is commonly required at commercial real estate closings for each of the entities involved in the transaction. A Certificate of Good Standing is evidence that the business still exists and is up to date on all of its statutory and administrative requirements.

To obtain a Certificate of Good Standing, the business must request it from the Secretary of State of the state in which they originally filed.  A corporate services company such as Blumberg can obtain one very quickly, in many cases within a few hours. All that is needed is the exact name of the entity.  If the company is not in good standing with the state, it may not be able to obtain one until it fulfills its deficient obligations. However, some states will still issue a Certificate of Status or Existence.  This will indicate that the company exists but notes the failure to fully comply with requirements. For example, in New York State, if an entity has not filed its Biennial Statement, the Certificate of Status will reflect that the Statement is past due.

Blumberg can help with you obtain a certificate of good standings. Click to start the process.