Certificates of good standing, state by state
Nearly every closing checklist asks for one. Here is what the document proves, what each state calls it, and how to make sure it is current on closing day.
What it proves
A certificate of good standing is issued by the state where an entity was formed or registered. It confirms that the entity exists on the state’s records and, depending on the state, that it is current on required filings and fees, such as annual reports or franchise taxes. It speaks as of the date it is issued, not the closing date.
The name depends on the state
Checklists usually say good standing, but states use different titles. Common examples:
| State | Typical document title |
|---|---|
| Arizona | Certificate of Good Standing, from the Arizona Corporation Commission |
| Delaware | Certificate of Good Standing, short form or long form |
| California | Certificate of Status |
| New York | Certificate of Status |
| Florida | Certificate of Status |
| Texas | Certificate of Fact (Status) |
| Nevada | Certificate of Existence with Status in Good Standing |
States update their products and titles from time to time, so confirm the current name with the filing office or ask us.
Short form or long form
A short form certificate confirms existence and status. Some states, Delaware among them, also offer a long form that lists the entity’s filing history. Order the long form only when the closing documents call for it.
Formation state and foreign qualifications
Lenders often want a certificate from the state of formation and from each state where the entity is qualified to do business. A foreign qualification certificate confirms the entity is authorized to transact business in that state, which is a separate question from its status at home.
Timing it for closing
- Find out how recent the certificate must be. Many lenders require one dated within a set window before closing.
- Order early enough to fix a problem. An entity that is out of good standing may need a reinstatement or overdue filing first.
- Ask whether a bring-down is required on the closing date. Some deals require a same-day status check even when a recent certificate is in the file.
General information only. Requirements vary by state and by transaction; confirm with your legal team.
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