Texas does not print the words "Certificate of Good Standing" on its document. When a lender, a landlord, or another state asks a Texas LLC or corporation for proof of good standing, the paper that satisfies them is the Certificate of Fact – Status from the Texas Secretary of State. Same purpose, different label.
"Certificate of fact" is really a family of certificates. The Secretary of State will certify any fact that appears in an entity’s file: its status, a name change, a merger, its filing history. Status is the type almost everyone orders, and it is the one people mean when they search for a Texas certificate of fact.
What a Certificate of Fact – Status says
The Secretary of State describes it as official evidence of an entity’s existence or authority to transact business in Texas. In practice the certificate carries four things: the entity’s current legal name exactly as registered, its date of formation (or, for an out-of-state entity registered in Texas, its date of registration), a statement of the entity’s status, and the date the certificate was issued.
The status line is the part the requester reads. Texas does not use the phrase "good standing" for its own entities; a current entity is described as in existence. An entity that lost its right to do business over franchise tax shows a forfeiture status instead, and the certificate will say so; the state does not hide it. The certificate is signed by the Secretary of State, carries the state seal, and can be checked by anyone who receives it on the Secretary of State’s online Certificate Verification service.
Out-of-state entities registered in Texas get the same document. A Delaware LLC with a Texas registration can order a Certificate of Fact – Status from Texas showing its registration date and status there, which is what a Texas bank or landlord wants from a foreign entity, alongside a certificate from the home state.
A certificate of filing is different again. That is the acknowledgment the Secretary of State issues when it accepts a filing such as your certificate of formation. It proves a filing was accepted on a date; it says nothing about the entity’s status today.
How to order one from the Secretary of State
The fastest route is SOSDirect, the Secretary of State’s online system. You do not need an account; the site lets you log on as a temporary user and pay by card. Search the entity, choose Certificate of Fact, pick Status as the fact type, and pay. The charge is $15.00 per certificate. The Secretary of State says Certificates of Fact are emailed back within about two hours for SOSDirect orders, along with an order acknowledgment and a receipt.
You can also email a request to corpcert@sos.texas.gov or mail one to the Certifying Team, P.O. Box 13697, Austin, Texas 78711-3697. Either way you need the entity’s exact legal name or its Texas file number.
Before you pay, check the status for free. The Comptroller’s Taxable Entity Search shows the entity’s Secretary of State file number and registration date and whether its right to transact business is active. SOSDirect charges $1.00 per plain-record search, waived if you place an order.
If you would rather not set up the state transaction yourself, we retrieve the Certificate of Fact – Status for you: from $50, state filing fee included, delivered as a signed PDF.
The Comptroller’s Certificate of Account Status is a different document
Texas has a second agency in the picture: the Comptroller of Public Accounts, which runs the franchise tax. The Comptroller issues something with a similar name, the Certificate of Account Status, and the Secretary of State’s own copies-and-certificates page warns not to confuse the two.
There are really two Comptroller documents. The first is the free printout from the Comptroller’s Franchise Tax Account Status search, which shows whether the entity’s right to transact business in Texas is active. The Comptroller notes that it may be required to conduct real estate or financial transactions, and it is the thing to show when a bank asks about your franchise-tax standing. The second is the formal Certificate of Account Status for termination, withdrawal, merger, or conversion, requested through Webfile or on Form 05-359. The Business Organizations Code requires that one before the Secretary of State will terminate an entity, and the Comptroller states plainly that this formal certificate is not required by banking institutions for financial transactions.
Why do lenders and title companies sometimes ask for both agencies’ documents? Because the two records can disagree. An entity can be in existence at the Secretary of State and forfeited at the Comptroller. Under Texas Tax Code Chapter 171, forfeiture of the right to transact business means the entity cannot sue or defend itself in Texas courts, and officers and directors can become personally liable for certain debts the entity takes on after the forfeiture. A careful lender wants to see both records clean.
Which document you need, by situation
Registering to do business in another state: the Secretary of State’s Certificate of Fact – Status. The state itself notes it is often required when qualifying or registering to do business in other jurisdictions.
Bank loan, SBA loan, or commercial lease: the Certificate of Fact – Status. Some lenders add the Comptroller’s account-status printout; pull it yourself, it is free.
Closing the entity or withdrawing a foreign registration: the Comptroller’s formal Certificate of Account Status (Webfile or Form 05-359) first, then the Secretary of State filing.
Reinstating after a franchise-tax forfeiture: a Tax Clearance Letter from the Comptroller (Form 05-391), then the reinstatement filing with the Secretary of State.
If a requester just says "good standing" and you are not sure which agency they mean, ask. In Texas the phrase can point at either office.
The other "certificates of fact" that turn up in search
Virginia. The State Corporation Commission issues a certificate of good standing to corporations and a certificate of fact of existence to LLCs (a certificate of fact of registration for foreign LLCs). Each downloads instantly from the Clerk’s Information System for $6. If you run a Virginia LLC, that certificate of fact is your good-standing document.
Washington. The Department of Licensing has a form called Certificate of Fact (TD-420-043). It is a sworn statement about a vehicle or boat title record and has nothing to do with business standing. A Washington business that needs proof of good standing orders a Certificate of Existence from the Washington Secretary of State instead.
If you searched "certificate of fact" and you run a business, Texas and Virginia are the pages you want. The Washington form is a vehicle-title document.