Certificate of Status: Good Standing

The Status Certificate is an official document from the Office of Secretary of State or Business Records Division summarizing the current status of the entity. Typically Certificate of Status (also known as Certificate of Good Standing or Certificate Under Seal) may be of two types. 

Type I - In Good Standing

Certificate of Status in Good Standing is issued to the entities who have paid all their dues and filed the required reports. Typically this is all accomplished with the simple annual or biennial report. Some States like Delaware may also require that the annual franchise tax is paid along with the annual report. 

Type II - Not in Good Standing

This document is not available in every state. However, when the entity fails to file annual or biennial report, or pay annual taxes or dues to the Secretary of States it will be deemed as Not in Good Standing. A Certificate Not in Good Standing means that the issues still may be resolved rather quickly. States who do not produce Certificates Not in Good Standing will reject the document request. 

After the issue stays unresolved for some time, the State Corporations Commission or similar business registration body will dissolve the entity. In this case the result for Certificate of Status will come back as Certificate of Dissolution. At this point to reinstate the entity will be a difficult and costly process. 

WHY CERTIFICATE OF GOOD STANDING IS NEEDED?

Many purposes. Most common are opening bank account or conducting business or legal transactions outside of the United States. For foreign business and trade, the Certificate of Status must be with apostille or attested by Consulate or Embassy of the foreign country. 

HOW TO GET CERTIFICATE OF STATUS IN GOOD STANDING APOSTILLE?

The certificate must be "IN GOOD STANDING" to be apostille eligible. Moreover, it must be issue no more than 6 months prior to apostille. We recommend that the Status Certificate is obtained just before it is needed. This document does expire! Also, the document must be certified with proper statements and wherever available with the embossed seal of the State. 

WHAT IF APOSTILLE IS NOT ACCEPTED?

In cases when the Certificates of Status in Good Standing are being prepared for countries which are not part of Apostille Convention, a special authentication process must be followed. This is known as Embassy Attestation. To get documents authenticated, they will have to go through the Office of Secretary of State, Authentications office at US Department of State and lastly stamped by the Consular Section of the target Embassy or Consulate.