Key Takeaways

  • A certificate of good standing confirms that a business is legally registered and compliant with state requirements, such as filing reports and paying taxes.
  • The validity period varies: most certificates are considered valid for 60–90 days, though some states allow longer or even perpetual recognition.
  • Lenders, investors, regulators, and licensing authorities often require a recent certificate, usually dated within the last 90 days, to ensure compliance.
  • Renewal depends on state rules and business activity. Businesses expanding to new states or applying for financing should verify the timing before submitting the certificate.
  • Failing to maintain good standing can lead to loss of liability protections, penalties, or even business dissolution.

How long is a certificate of good standing valid? It varies depending on your situation, but in most cases, it's valid for up to three months. In rare cases, states issue perpetual certificates of good standing that last for the lifetime of your business.

You might know a certificate of good standing by these alternate names:

  • Corporate certificate of status
  • Corporate certificate of existence

Whatever its name, a certificate of good standing is official certification from the state that says you are following all local laws of incorporation and are a legally registered entity. Basically, it provides proof that your company is up to date with all franchise taxes and follows all rules in the state.

Why Get a Certificate of Good Standing?

When potential lenders, investors, or partners see that you have a certificate of good standing, they'll see your company as more trustworthy and credible. This can help you branch out into new areas and expand your company to new markets. Here are a few specific reasons why you should consider a certificate of good standing:

  • Many lenders demand to see a certificate of good standing before they provide you with any financing. Instead of waiting until the need arises, obtain a certificate of good standing so you'll always be prepared if you need emergency funds.
  • Many states require you to obtain a certificate of good standing if you're looking to expand to new territory. If you can't prove you were following all the laws in your home state, a new state may not permit you to transact business within its borders. What's more, most states require the certificate of good standing to be from the last 90 days, as it ensures you are up to date with all taxes and fees.
  • Some states penalize business owners with a fee if they can't prove they have followed state regulations.
  • Licensing regulators and agencies often like to see a certificate of good standing before they issue or renew your licenses or permits in certain fields.
  • If you're ever looking to sell your business, buyers or brokers appreciate seeing the full history of your business. A certificate of good standing proves that you always followed the rules and don't owe any extraneous fees or taxes.

How Long Is a Certificate of Good Standing Valid?

The validity of a certificate of good standing depends on the state and the context in which it is used. Most states issue certificates that are considered current for 60 to 90 days. After this period, many institutions—such as banks, licensing boards, and government agencies—will require a new copy to verify that your business is still compliant with reporting and tax obligations.

Some states issue certificates without a fixed expiration date, but even in these cases, third parties typically insist on a recently issued certificate, usually no older than three months. Rarely, states issue perpetual certificates that last as long as the business remains in compliance, though such certificates may still be rejected if they are not recent.

When deciding how long your certificate is valid for your purposes, consider:

  • State requirements: Check your Secretary of State or equivalent office.
  • Third-party expectations: Lenders, investors, or licensing agencies generally request certificates dated within the last 90 days.
  • Expansion filings: When registering in a new state, you may need a certificate issued within 30–60 days.

Planning ahead ensures you don’t face delays in financing, licensing, or expansion because of an outdated certificate.

How to Get a Certificate of Good Standing

To get a certificate of good standing, you'll usually need to apply to the Secretary of State in your operating state. Exact procedures vary, so always check with local regulations to be sure. However, there are a few key requirements that are the same in all states:

  • Your business must be up to date with all annual or biannual fees.
  • Your business must file all annual or biannual reports.
  • Your business must pay any other necessary fees as required by the state.

You also cannot get a certificate of good standing if you're a sole proprietorship or DBA, as these types of businesses are not registered with the state to begin with. If you're not one of these business types and are being denied by your state, you'll need to contact your local agency to find out what the problem is and how you can fix it.

The fee for obtaining a certificate of good standing typically ranges from $50 to $100. How often you need to apply for a certificate of good standing vary, but most states require either biannual or annual reporting.

Renewal and Timing Considerations

Although a certificate of good standing does not “expire” in the sense of becoming invalid under state law, its usefulness is time-sensitive. Most businesses should plan to obtain a new certificate each time they:

  • Apply for financing or a loan.
  • Enter into a significant contract with another company.
  • Register to do business in another state.
  • Renew professional licenses that require proof of compliance.

In practice, keeping a certificate issued within the last 60–90 days on hand is the safest approach. Some businesses even order multiple certificates at once if they anticipate needing them for different transactions.

What Happens If You Don't Get a Certificate of Good Standing?

If you decide a certificate of good standing is not necessary for your business, you could face several problems. The biggest issue is the loss of limited liability protection from the state. The state may decide to remove their protection for your business and its employees, leaving you vulnerable to financial losses. What's more, they may even take action to dissolve your business, preventing you from legally making transactions in the state.

Not sure if your business already has a certificate of good standing? Luckily, there's a way to check using your state's local database. Usually, you'll just need the name of your entity when you registered it with the state.

State Variations in Validity

Each state sets its own rules regarding how long a certificate of good standing remains valid:

  • California, New York, and Illinois: Generally considered valid for 90 days when used for filings in other jurisdictions.
  • Texas: Certificates may be requested at any time, but other states often require one dated within 60 days.
  • Delaware: Certificates remain valid as long as the business is compliant, but other states still require a recent issue date for recognition.

Because there is no universal standard, it’s important to confirm with the requesting party what issue date they will accept. This avoids delays in transactions that depend on proving your company’s good standing.

Frequently Asked Questions

1. How long is a certificate of good standing valid?

Most certificates are valid for 60–90 days in practice, even if the state does not set a strict expiration date.

2. Can a certificate of good standing last indefinitely?

Some states issue perpetual certificates, but lenders, investors, or agencies usually require a certificate dated within the past few months.

3. Do I need a new certificate each time I apply for financing or register in another state?

Yes. Most third parties will not accept a certificate older than 60–90 days.

4. What happens if I submit an outdated certificate?

Your application for financing, licensing, or foreign registration may be delayed or denied until you provide a recent certificate.

5. Does the validity period vary by state?

Yes. Some states specify a timeframe (often 30–90 days), while others leave it open, relying on the requirements of banks, agencies, or other states.

If you need help with understanding how long is a certificate of good standing valid, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.