Certificate of Good Standing for M&A diligence
Every M&A deal, capital raise, and sophisticated financing requires a fresh Certificate of Good Standing in the diligence room. Buyer's counsel typically requires the Long Form variant — Delaware's Long Form Certificate of Good Standing is the gold standard, with similar long-form variants available from most states. We pull both Short Form and Long Form directly from the Secretary of State.
The most-requested document in M&A diligence
A Delaware Long Form Certificate of Good Standing is the most-requested individual document in M&A diligence packets because so many U.S. companies — especially those raising venture capital or preparing for an IPO — are incorporated in Delaware. The Long Form lists formation date, registered agent of record, every amendment to the certificate of incorporation, every merger or conversion, and every other corporate action on file. It functions as a complete chain-of-title for the entity.
- · Delaware state fee: $175 (Long Form)
- · Delaware turnaround: 2–5 business days standard; same-day expedited (+$50)
- · GetGoodStanding all-in price: $200 (Long Form) / $125 (Same-Day Short)
Which certificates the deal lawyer wants
- · Long Form Certificate of Good Standing from the formation state for every entity in the deal
- · Short Form Certificate of Good Standing from each state where any entity is foreign-qualified
- · Certified copy of formation documents (Certificate of Incorporation, Articles of Organization)
- · Certified copies of all amendments on file
- · Tax good standing letter from state Department of Revenue (separate from SOS certificate)
- · Bring-down certificate at closing — fresh Certificate of Good Standing dated within 5 business days of closing
M&A diligence certificate questions
Diligence list this week?
Long Form and Short Form certificates from any state. Multi-entity orders welcome.