Submitted by UCS on July 15, 2021
A Certificate of Good Standing or a Certificate of Existence is used by a business entity to prove that they are incorporated and legally authorized to conduct business in a particular state or jurisdiction. A Certificate of Good Standing shows that the entity does not owe any outstanding franchise taxes, fees, or penalties to the Secretary of State. It can also reflect that the entity has not filed for dissolution, has adequate registered agent service, and that the most recent annual reports have been filed with the Secretary of State.
When obtaining a certificate of good standing for an entity please note that the status only relates to the company’s compliance with the Secretary of State statutory requirements for good standing and generally does not include any Department of Revenue tax obligations the entity may have. For example, the Delaware Secretary of State provides franchise tax information on the good standing certificate, but an additional search is required with the Department of Revenue to obtain tax status.
Several states do not issue a Certificate of Good Standing that attests to the status of the entity, but instead issue a certificate that verifies only that the entity exists on the State’s records. These are referred to as either a Certificate of Existence, Status Certificate, Subsistence Certificate, or a Certificate of Fact.
Short Form Good Standing Certificate
The short form is exactly how it sounds; it is a quick view of the entity’s profile in that state. This Certificate gives the entity’s basic information such as the name, the status with the State and displays the seal of the Secretary of State. Many states will also provide the date of incorporation or qualification and in some instances for qualifications, it will refer to the domestic or home state.
Long Form Good Standing Certificate
There is a second type of good standing you can obtain which is referred to as a Long Form Certificate of Good Standing. A long form good standing certificate will have all the information that a short form contains but will also reference all documents that have been filed on behalf of that entity in that jurisdiction. Most states that offer this certificate charge a higher fee for retrieval. Note, not every state offers a long form good standing certificate as an option however, there are a few States such as California that offer a Certificate of Listing that will reference all the documents on file for an entity but will not indicate the company’s status.
It is important to know ahead of time what you will be using the certificate for so that the correct certificate can be obtained.
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