Long Form vs. Short Form Certificate of Good Standing
Some states issue two variants of the Certificate of Good Standing: a Short Form (basic confirmation of current standing) and a Long Form (a comprehensive history of the entity's corporate filings, used in M&A diligence and capital markets). Here's when each is required and what they cost.
What each version contains
Short Form
Routine compliance
- · Entity name
- · State file number
- · Entity type
- · One-paragraph confirmation of good standing as of today
- · State seal and signature
Use for
Bank loans, leases, foreign qualification, government contracts, license renewals, seed/Series A diligence.
Long Form
M&A and capital markets
- · Everything in Short Form
- · Original formation date
- · Registered agent of record (current)
- · Full chronological list of every amendment
- · All mergers, conversions, name changes on file
- · Confirmation that no Certificate of Dissolution has been filed
Use for
Mergers and acquisitions, priced equity rounds, IPO preparation, SPAC closing, sophisticated lending, opinion-of-counsel matters.
Which states offer a Long Form
Not every state distinguishes between Long Form and Short Form. The major Long Form jurisdictions:
- · Delaware — Long Form $200 all-in (state fee $175). The canonical M&A document.
- · New Jersey — Long Form Standing Certificate $125 all-in.
- · Ohio — Long Form $50 (the long-form fee in Ohio is the same as standard).
- · Texas — Long Form $50; the Texas Certificate of Fact – Status with filing list.
- · Utah — Long Form $50; Utah uses Short Form and Long Form naming directly.
States without a separate Long Form: the standard Certificate of Good Standing is sufficient even for diligence purposes; counsel will typically request additional certified copies of amendments and filings separately.
Long Form questions
Need a Long Form?
Delaware Long Form is the gold standard. We pull both Long and Short from any state.