Filings & Documents

Certificate of Good Standing COGS

Stands for: Certificate of Good Standing

A government-issued certificate confirming that a company is properly registered, has filed all required reports, and has paid all fees and franchise taxes due.

Definition

A Certificate of Good Standing - sometimes called a Certificate of Existence, Certificate of Status, or Certificate of Compliance depending on the jurisdiction - is a short official document issued by the company registrar confirming that an entity legally exists, is up to date on all required state filings (annual reports, statements of information, franchise tax) and has not been administratively dissolved, suspended, or struck off. In Delaware, the Division of Corporations issues a short-form certificate within 24 hours for around 50 US dollars and a long-form certificate listing every filing in the company history for around 175 US dollars. UK Companies House issues a Certificate of Good Standing for 40 pounds (online) or 100 pounds (same-day). Most jurisdictions issue certificates dated within the past 30 to 90 days only. The certificate is the standard piece of paper requested by counter-parties whenever an entity needs to prove ongoing existence: opening a foreign bank account, registering as a foreign LLC or corporation in another US state, signing a major commercial contract, applying for a credit facility, qualifying as a vendor for a procurement program, or submitting documents for an apostille for use abroad.

When you'll encounter it

You will be asked for a Certificate of Good Standing when you register your Delaware C-Corp as a foreign corporation in California or New York (where you actually operate), when you open a US business bank account at a major bank, when you sign a Series A funding agreement (investors commonly require a fresh certificate at closing), when you apostille corporate documents for use in another country, and during M&A due diligence. The certificate is typically valid for 30 to 90 days.

FAQ

How do I get a Certificate of Good Standing in Delaware?

Order it directly from the Delaware Division of Corporations website or through your registered agent. The short-form certificate costs around 50 US dollars and arrives within 24 hours; the long-form (which lists every filing) costs around 175 US dollars. Some registered agents include one free certificate per year as part of their service.

How long is a Certificate of Good Standing valid?

There is no statutory expiry, but most counter-parties require a certificate dated within the last 30 to 90 days. Banks and investors typically require one dated within 30 days of closing. For apostille and use abroad, 30 days is the safest assumption.

What disqualifies a company from getting a Certificate of Good Standing?

Failing to file the annual report or statement of information, failing to pay franchise tax or annual fees, having lost the registered agent without replacement, or being administratively dissolved or suspended. Most issues can be cured by filing the missing reports and paying back fees plus penalties.

References

  1. Delaware Division of Corporations - Certificates https://corp.delaware.gov/paytaxes/
  2. UK Companies House - Order a Certificate https://www.gov.uk/get-information-about-a-company
  3. California Secretary of State - Status Certificates https://www.sos.ca.gov/business-programs/business-entities/information-requests