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Use case · M&A and capital markets

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.

Begin order →Read: Long Form vs. Short Form
Delaware Long Form

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.

  • · Issued by the Delaware Division of Corporations
  • · Processing time: set by Delaware; see the Delaware page
  • · We don't currently order certificates in Delaware. You can request one directly from the Delaware Division of Corporations; the Delaware page links to its request service.
Diligence checklist

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
FAQ

M&A diligence certificate questions

Why does an M&A diligence checklist require a Certificate of Good Standing?
Buyer's counsel needs documentary evidence that the target entity exists, is properly formed, and is in good standing with its formation state. It is one of the foundational documents in the corporate records section of every diligence room. Without it, opinion counsel cannot deliver the standard closing opinions.
Long Form or Short Form?
M&A and sophisticated lending almost always require the Long Form. The Long Form includes formation date, registered agent of record, and a full list of every amendment, merger, conversion, and other corporate action on file. The Short Form only confirms current good standing. Delaware Long Form is the gold standard; other states have similar variants.
How recent does the certificate need to be?
Usually within 30 days of closing for both buyer and seller. Some larger deals require within 15 days. Closing certificates are typically dated as of the closing date itself or the business day immediately before.
Do I need certificates for every subsidiary?
Yes. Every entity in the deal's corporate family that is being represented in the agreement needs a current Certificate of Good Standing from each state where it is registered. A holding company structure with five operating subs across three states often needs 15+ certificates.
What about a bring-down certificate at closing?
A bring-down (or closing-date) certificate is sometimes requested at signing AND a fresh one again at closing. Order a second certificate within the 1–2 business days before closing to satisfy both requirements.

Diligence list this week?

Long Form and Short Form certificates, state fee included. Multi-entity orders welcome.

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