Good Standing Certificates: When You Need One, How to Get One, and What Blocks It
Good standing certificates are required for banking, fundraising, and foreign qualification. Here is what they are, how to obtain them, and the compliance failures that prevent them.
What good standing means
A certificate of good standing (sometimes called a certificate of existence or certificate of status) confirms that your company is properly registered, has filed all required reports, and has paid all required fees and taxes in a given jurisdiction.
It is not a financial statement or a credit check. It simply says: this company exists, it has met its obligations to the state, and it is authorised to do business.
When you need one
You will be asked for a good standing certificate more often than you might expect:
- Opening a bank account in a new jurisdiction
- Raising capital — investors and their lawyers almost always require it
- Foreign qualification — registering to do business in a new state
- Government contracts — required for most procurement processes
- Renewing licences — professional, financial, or industry-specific
- Annual audits — auditors may request certificates for all entities
- Mergers and acquisitions — due diligence always includes good standing verification
How to obtain one
Most states offer certificates online through the Secretary of State's website. Processing times and fees vary:
| State | Fee | Processing |
|---|---|---|
| Delaware | $50 ($100 expedited) | Same day (expedited) |
| California | $5 | 5-7 business days |
| New York | $25 | 2-3 weeks |
| Wyoming | $2 | Same day (online) |
| Texas | $15 | 5-10 business days |
| Florida | $8.75 | Immediate (online) |
Some states (Wyoming, Florida) offer instant online certificates. Others (New York, California) can take weeks. If you need a certificate urgently, expedited processing is usually available for an additional fee.
What blocks good standing
The most common reasons a certificate is refused:
Missed annual report. This is the number one cause. One missed filing, even if the fee is only $50, puts your company out of good standing.
Unpaid franchise tax. Delaware corporations that have not paid their franchise tax cannot obtain good standing certificates.
Missing registered agent. If your registered agent has resigned and you have not appointed a replacement, many states will flag your entity.
Pending dissolution. If the state has initiated administrative dissolution proceedings, good standing certificates are unavailable.
Tax clearance issues. Some states require tax clearance from the state tax authority before issuing a good standing certificate.
The cascade effect
Losing good standing in one jurisdiction can cascade across your entire entity structure:
- Your home state refuses a good standing certificate
- Your bank requires one for your annual KYC review and freezes your account
- Your foreign qualification in another state lapses because you cannot prove good standing in your home state
- You lose authority to do business in the second state
- Contracts signed while not in good standing may be challenged
This scenario is not hypothetical. It happens regularly to companies that treat compliance as an afterthought.
How CompCal prevents this
CompCal tracks every filing and fee that affects your good standing across all jurisdictions. Alerts fire at 90, 60, 30, 14, 7, and 1 day before deadlines. If something is overdue, the dashboard flags it immediately so you can resolve it before a good standing request catches you off guard.