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Good Standing Certificate
Practical Law Glossary Item 6-382-3515 (Approx. 2 pages)
Glossary
Good Standing Certificate
A document issued by the secretary of state as evidence that a corporation or LLC is in existence or is authorized to conduct business in that state and that the company is in compliance with state law.
The certificate of good standing typically sets out the following information:
- Legal name.
- The corporation or LLC is duly incorporated or organized and is authorized to conduct business in the state.
- All fees, taxes, and any penalties have been paid to the state.
- Most recent annual report has been filed.
- Articles of dissolution for the corporation or LLC have not been filed.
The name and content of the certificate vary from state to state. Certain states do not include tax information in their good standing certificates and this information should be obtained from the Department of Taxation or Finance for that state.
Good standing certificates are often requested in connection with the closing of a finance or M&A transaction. For more information on closing obligations, see Closing a Loan Transaction Checklist and Closing Private M&A Transactions Checklist.