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Entity type · Corporation

Corporation Certificate of Good Standing

Certificate of Good Standing for a U.S. corporation — C-corp, S-corp, or professional corporation. Confirms the corporation is properly incorporated, current on annual reports and franchise tax, and authorized to conduct business. Required for nearly every bank loan, commercial lease, foreign qualification, and M&A or financing transaction.

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Per-state corporation requirements

What keeps a corporation in good standing

Corporation compliance is generally heavier than LLC compliance because corporations have additional shareholder, officer, and director recordkeeping obligations. The state-level items the SOS verifies before issuing a Certificate of Good Standing:

  • · Annual report filed (most states require this from corporations even if LLCs are exempt)
  • · Franchise tax paid — Delaware franchise tax in particular can be substantial
  • · Registered agent on file with a physical in-state address
  • · Officer and director records — many states require listing of officers in the annual report
  • · Authorized shares kept current (Delaware in particular)
Delaware C-corp note

The classic startup C-corp

The vast majority of venture-funded startups are incorporated as Delaware C-corporations. Delaware issues a Short Form for routine compliance and a Long Form for M&A diligence, capital raises, and IPO prep. The Long Form is the document venture and acquisition counsel ask for. We don't currently order certificates in Delaware; the Delaware page links to the Division of Corporations, where you can request one directly.

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FAQ

Corporation certificate questions

When does a corporation need a Certificate of Good Standing?
Almost any sophisticated transaction: opening or refinancing a business bank loan, signing a commercial lease, foreign qualifying in another state, bidding on government contracts, closing an M&A deal, raising a priced equity round, taking on a new institutional investor, or preparing for an IPO. It's the standard documentary proof that the corporation exists and is in compliance.
C-corp vs. S-corp — does the certificate differ?
No. The S election is a federal tax designation; states only see 'corporation' on their filings. The Certificate of Good Standing is identical for C-corps and S-corps. The only state-level distinction the certificate makes is between for-profit corporations and nonprofit corporations.
What about professional corporations (PCs)?
PCs are issued the same Certificate of Good Standing as regular corporations. The certificate confirms registration and compliance; it does not address the underlying professional licensure (medical board, state bar, accountancy board, etc.). Those are separate.
What can put a corporation out of good standing?
The most common causes for corporations: failing to file the annual report, failing to pay franchise tax (Delaware's franchise tax can hit $200,000+ for large authorized-shares structures), losing a registered agent, or losing the in-state office requirement in states that have one. Once 60-180 days behind, the state administratively dissolves the corporation.
Should I get the Short Form or Long Form?
Short Form is sufficient for bank loans, commercial leases, and most regulatory filings. Long Form is preferred (often required) for M&A diligence, venture financing, IPO preparation, and sophisticated lending. Long Form lists formation date, registered agent of record, and the complete amendment history. Delaware Long Form is the canonical example.

Get your corporation's Certificate of Good Standing.

From $50. State fees included.

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