Somebody has asked you for a "certificate of good standing" — a lender, a title company, a buyer, a state you are registering in, a licensing board. You have a week, maybe less. Two things are about to surprise you.
First, in many states there is no document by that name. What exists is a certificate of status, or of existence, or of fact, or of account status — and in at least one state those are two different documents from two different agencies, only one of which is what your counterparty means. Second, the certificate is not a form you fill out. It is a statement of what the state's records already say about you, so it cannot be produced faster than your overdue annual report can be cured. The certificate does not fail on its own; it fails because of a filing you forgot months ago.
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Get early accessCalifornia states it about as precisely as any state does — and note how much is packed into one sentence:
"A Certificate of Status is an official document issued by the California Secretary of State attesting that the business has filed and paid the fee for the annual or biennial statement of information and is current paying the franchise taxes." — California Secretary of State, customer alert
That is two independent conditions, checked against two different agencies. The Statement of Information is filed with the Secretary of State; the franchise tax is paid to the Franchise Tax Board. Fail either and the certificate does not issue — which is exactly the failure mode described in franchise tax vs. annual report, where owners pay the FTB's $800, consider the year handled, and never file the Statement of Information.
Note also what the certificate is not. California's own description covers filings and taxes. It says nothing about whether you have any licenses, whether you are solvent, whether you have been sued, or whether you are complying with anything outside the Secretary of State's and tax authority's records. It is a records statement with a narrow scope, and a counterparty who treats it as a general clean bill of health is over-reading it.
Three states, three different vocabularies, three different price points:
| State | What it is actually called | Official fee | What to know |
|---|---|---|---|
| California | Certificate of Status | $5.00 — the SOS fee schedule reads "Issuing a Certificate of Status (certifying to the current status of the entity) ... $5.00" (PDF, Rev. 06/2018) | Available "within minutes online" through bizfile Online for corporations, LLCs and LPs. The SOS notes that a Certificate of Status "certifies to the current status of an entity (e.g., active/good standing, suspended, dissolved, cancelled, etc.)" — meaning the state will happily issue you a certificate saying you are suspended. Getting a certificate and getting a good one are different outcomes. |
| Delaware | Certificate of Status (short form) or Certificate of Good Standing (long form) | $50.00 short form · $175.00 long form | The short form "includes the name of the entity and the status at the time the certificate is issued." The long form "states all documents that have been filed, including the dates and times and any name changes that occurred along with the status." Ask your counterparty which they need before paying $175 — and note the 3.5× spread is a real cost across a portfolio of entities. |
| Texas | Two different documents, two different agencies: certificate of fact – status (Secretary of State) and certificate of account status (Comptroller) | Ordered through SOSDirect, by email, or by mail; see the SOS fee schedule | See below — this is the one that most often produces the wrong document. |
Texas has retired the phrase entirely, and explains what people usually mean when they use it:
"Although the comptroller's office no longer uses the term, 'certificate of good standing' is sometimes used to refer to a certificate issued by the Texas Comptroller of Public Accounts regarding an entity's franchise tax account status. The comptroller's office now refers to these certificates as 'certificates of account status.'
Certificates of account status are often confused with certificates of fact – status issued by the Secretary of State. A 'certificate of fact – status' is a certificate issued by the Secretary of State that serves as official evidence of an entity's existence or authority to transact business in Texas. A certificate of fact – status provides a statement of an entity's status, as well as the entity's current legal name and date of formation or registration." — Texas Secretary of State, Copies and Certificates
So: the Secretary of State's document speaks to existence and authority; the Comptroller's speaks to franchise tax account status. If you order the wrong one you will get a real, valid, sealed certificate from the state of Texas that does not answer the question you were asked — and you will find out at the closing table. When someone asks a Texas entity for "good standing," ask which agency they need it from before you order.
Two follow-ons worth knowing. Texas will not let you withdraw a foreign registration without a Certificate of Account Status from the Comptroller for most entity types, so tax delinquency also traps you inside a state you are trying to leave — see foreign qualification. And Texas offers a public Certificate Verification service to confirm that a certificate really was issued by its Corporations Section — which matters more than it used to, for the reason below.
California Secretary of State customer alert (quoted): "The California Secretary of State has found fake Certificates of Status are being circulated from websites and social media messaging applications with payment platforms such as WhatsApp and WeChat. Some are making false and fraudulent representations about the obligation to obtain a Certificate of Status to induce businesses to pay for bogus certificates. Some pose as legitimate intermediaries, others specifically offer fake certificates of status."
The two sentences to keep: "A Certificate of Status can only be issued by the California Secretary of State who is the official custodian of business records for the State of California," and "No business is required to go through another private entity in order to obtain documents or certificates from the California Secretary of State's office and no private entity can issue these documents" — though the state acknowledges you may use an intermediary to submit filings and pay fees on your behalf.
The state also punctures the pressure tactic directly: "Businesses do not necessarily need to obtain a Certificate of Status." You need one when a government agency requires it (registering in another state or country, or for a professional licence or permit) or when a private party asks — a lender, a credit line, a vendor relationship, a potential buyer or investor. A solicitation that tells you the certificate is mandatory is describing an obligation that does not generally exist.
California directs scam victims to file a complaint with the Internet Crime Complaint Center.
The structural point generalises past California: the fee to get the real document from the real agency is small — $5 in California, $50 in Delaware — so any offer priced far above that, arriving unsolicited, is worth checking against the state's own portal before paying. States charge like a records office because that is what they are.
Every reason a certificate comes back wrong traces to the state's records, not to the request: