Certificate of Good Standing vs Certificate of Existence
Understand the critical differences between Certificates of Good Standing and Certificates of Existence. Learn which document you need, state-specific terminology, and how to obtain each certificate across all 50 states.
Legal Disclaimer
This content is for educational and informational purposes only. It does not constitute legal, financial, or professional advice. Laws, regulations, and requirements vary significantly by state and can change over time.
Always consult with qualified professionals: Contact a licensed attorney, certified public accountant (CPA), or other appropriate professional advisor in your jurisdiction before making any business, legal, or financial decisions. Do not rely solely on this information for compliance or legal matters.
Proof of Good Standing provides access to official state databases and educational resources but does not provide legal advice or professional services.
Quick Answer
A Certificate of Good Standing proves your business is active AND compliant with state requirements. A Certificate of Existence only proves your business is registered—it may or may not be in good standing. Think of it this way: all businesses in good standing exist, but not all existing businesses are in good standing.
What Each Certificate Means
Certificate of Good Standing
An official state document certifying that a business:
- Is legally registered and currently exists
- Has filed all required annual reports
- Has paid all franchise taxes and fees
- Is NOT suspended, dissolved, or forfeited
- Is authorized to conduct business
Bottom Line: This certificate confirms your business is both registered AND compliant with all state requirements.
Certificate of Existence
An official state document certifying that a business:
- Is registered with the state
- Has a file on record
- Was formed/incorporated on a specific date
- Is a legal entity (may or may not be active)
Important: This certificate does NOT confirm:
- • Compliance with annual report requirements
- • Payment of taxes or fees
- • Current good standing status
- • Authorization to conduct business
Bottom Line: This certificate only confirms the business exists in state records—nothing more.
Side-by-Side Comparison
| Feature | Good Standing | Existence |
|---|---|---|
| Confirms Entity is Registered | ||
| Shows Formation Date | ||
| Verifies Annual Reports Filed | No | |
| Confirms Taxes/Fees Paid | No | |
| Proves Current Compliance | No | |
| Authorized to Conduct Business | Maybe | |
| Accepted by Banks | Always | Sometimes |
| Accepted for Business Licenses | Yes | Varies |
| Required for Foreign Qualification | Usually | Rarely |
| Typical Cost | $10-$50 | $10-$30 |
Which One Do You Need?
The answer depends on what you're trying to accomplish. Here's a decision guide:
✅ You Need a Certificate of Good Standing If:
- 1Opening a business bank account
Most banks require proof of good standing, not just existence.
- 2Applying for a business license in another state
Foreign qualification almost always requires good standing from your home state.
- 3Applying for a business loan or line of credit
Lenders want to see your business is compliant and authorized to operate.
- 4Bidding on government contracts
Federal and state procurement requires current good standing.
- 5Entering into major contracts or partnerships
Many vendors and partners require proof of good standing in due diligence.
- 6Selling or transferring business ownership
Buyers and investors require verification of good standing status.
- 7Applying for professional licenses
Many professional licensing boards require business good standing.
📄 A Certificate of Existence Might Be Sufficient If:
- 1Verifying formation date for legal purposes
When you only need to prove when the entity was created.
- 2Internal documentation or record-keeping
Some companies need basic entity verification for files.
- 3Basic due diligence verification
When you only need to confirm an entity is registered (not its status).
When in Doubt, Get Good Standing
If you're unsure which certificate you need, always request the Certificate of Good Standing. It provides more information and is accepted in all situations where a Certificate of Existence would be accepted—but not vice versa.
State-by-State Terminology Guide
Different states use different names for these certificates. Here's what each state calls them:
Common Names for Certificate of Good Standing:
- • Certificate of Good Standing
- • Certificate of Status
- • Certificate of Authorization
- • Certificate of Compliance
- • Certificate in Good Standing
- • Status Report
Common Names for Certificate of Existence:
- • Certificate of Existence
- • Certificate of Formation
- • Certificate of Incorporation
- • Certificate of Authorization (some states)
- • Certificate of Registration
- • Certificate of Organization
What Each State Calls These Certificates:
| State | Good Standing Name | Existence Name |
|---|---|---|
| California | Certificate of Good Standing | Certificate of Status |
| Delaware | Certificate of Good Standing | Certificate of Incorporation |
| Florida | Certificate of Status | Certificate of Existence |
| New York | Certificate of Good Standing | Certificate of Existence |
| Texas | Certificate of Status | Certificate of Filing |
Note: Some states use the same name for both certificates, differentiating only by what information is included. Always specify "good standing" when requesting to ensure you get the comprehensive version.
How to Obtain Each Certificate
The process for obtaining either certificate is similar:
Identify Your State's Filing Office
Certificates are issued by your state's Secretary of State office (or equivalent agency).
Find Your State's PortalSubmit Your Request
Most states offer online, mail, and in-person request options. Online is typically fastest.
You'll need to provide:
- • Exact legal entity name
- • Entity ID or file number (if known)
- • Payment for certificate fee
- • Delivery method preference (email PDF, certified mail, etc.)
Specify "Good Standing" Clearly
When requesting, explicitly ask for a "Certificate of Good Standing" or "Certificate showing compliance status" to ensure you get the comprehensive version.
Receive Your Certificate
Processing times vary by state:
- • Online/Email: Same day to 1-3 business days
- • Standard Mail: 5-10 business days
- • Expedited: 1-2 business days (extra fee)
Streamline Certificate Requests
Our Chrome extension provides instant access to all 50 state Secretary of State portals for requesting certificates, verifying business status, and managing compliance across multiple states.
Install Free Chrome ExtensionCosts & Processing Times by State
Certificate costs and processing times vary by state (October 2025 data):
| State | Good Standing Fee | Existence Fee | Processing Time |
|---|---|---|---|
| California | $25 | $6 | 1-2 days |
| Delaware | $50 | $50 | Same day |
| Florida | $10 | $10 | 1-3 days |
| New York | $10 | $10 | 2-3 days |
| Texas | $15 | $15 | 1-2 days |
| Nevada | $40 | $40 | Same day |
| Illinois | $25 | $10 | 1-5 days |
| Wyoming | $10 | $10 | 1-2 days |
Expedited Processing: Most states offer expedited service for an additional $20-$100 fee, reducing processing time to same-day or next-day delivery.
Common Use Cases
Banking & Finance
- ✓ Opening business bank accounts
- ✓ Applying for merchant accounts
- ✓ Securing business loans
- ✓ Establishing lines of credit
- ✓ Payment processor applications
Required: Certificate of Good Standing
Licensing & Permits
- ✓ Professional license applications
- ✓ Business license renewals
- ✓ Contractor licensing
- ✓ Alcohol/tobacco permits
- ✓ Industry-specific certifications
Typically Required: Good Standing (sometimes Existence accepted)
Legal & Compliance
- ✓ Foreign qualification (out-of-state)
- ✓ Merger & acquisition due diligence
- ✓ Contract bidding (government/private)
- ✓ Litigation documentation
- ✓ Partnership agreements
Required: Certificate of Good Standing
Business Operations
- ✓ Insurance policy applications
- ✓ Vendor contract requirements
- ✓ Real estate transactions
- ✓ Business sale/purchase
- ✓ Investor due diligence
Typically Required: Certificate of Good Standing
Frequently Asked Questions
Can I get both certificates at once?
Yes, but it's usually unnecessary. A Certificate of Good Standing contains all the information in a Certificate of Existence plus additional compliance verification. If you order good standing, you don't need existence.
How long are these certificates valid?
Most recipients (banks, licensing authorities) accept certificates that are 30-90 days old. The certificate itself doesn't expire, but your business's status can change, so requesting a recent certificate is always recommended.
What if my business is NOT in good standing?
If your business has compliance issues (unpaid fees, unfiled reports), you won't be able to obtain a Certificate of Good Standing until you resolve them. You may still be able to get a Certificate of Existence showing the entity is registered, but it will note the compliance issues.
Do I need a certificate for my home state?
You typically only need a Certificate of Good Standing when doing business in OTHER states (foreign qualification) or when requested by banks, lenders, or licensing authorities. Check with the requesting party to confirm their requirements.
Can I use a Certificate of Existence instead of Good Standing?
Only if the requesting party specifically allows it. Most banks, lenders, and licensing authorities require proof of good standing, not just existence. Always verify requirements before ordering the wrong certificate.
How do I reinstate good standing status?
Contact your state's Secretary of State to identify compliance issues (usually unpaid fees or unfiled annual reports). Pay all outstanding amounts and file any missing reports. Once processed, you can request a new Certificate of Good Standing.
Get Your Certificates Faster
Access Secretary of State certificate request portals for all 50 states instantly. Streamline compliance and verification across multiple jurisdictions.