What is a Delaware Certificate of Good Standing?
A Delaware Certificate of Good Standing (CGS) is an official document that verifies a business formation with the secretary of state’s office. Additionally, it proves that a business is eligible to engage in commerce and complies with current regulations and taxes, such as incorporation or franchise tax. It is generally a short, one-page document.
There are both short- and long-form versions, both of which you can access online.
- Short Form. This form certifies that the LLC or corporation is current on taxes. Additionally, it verifies that annual reports have been filed for corporations and other entities.
- Long Form. This form includes additional historical data and information about taxes and annual reports. Additionally, it provides a detailed overview of its legal history and organizational structure.
Businesses with unpaid taxes and annual reports will not receive their Certificate of Good Standing until resolving all outstanding liabilities. The certificate typically includes the company’s name, registration number, formation date, and various declarations and acknowledgments. If you need additional info about the business, you may need to request other documents.
When Do You Need a Delaware Certificate of Good Standing?
You generally need a Delaware Certificate of Good Standing to open a bank account under the company’s name. The document will remain valid for up to six months whether your company is a C-Corp, S-Corp, or Limited Liability Company (LLC). However, your bank may require one that is less than 30 days old in an effort to manage risk more strategically.
Other situations that may require a CGS include:
- Getting business loans
- Applying for insurance
- Securing startup funding
- Obtaining business contracts
- Obtaining government contracts
- Starting a business in a new state
- Selling your business
- Renewing business licenses
- Drafting contracts
You can also obtain a CGS if you want to take periodic snapshots of your organization’s standing at any given point. However, it is generally unnecessary to maintain a valid, certified copy of your CGS on hand for “rainy day” purposes.
Does Delaware Require You to Have a CGS?
No, Delaware doesn’t require you to have a CGS. However, your business remains compliant by following through on the state’s compliance requirement, including filing your Articles of Incorporation and Annual Meeting. Professional corporations will also need to renew their licenses on a periodic basis.
Here is an article that also discusses Delaware corporation laws.
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How Do I Get a Certificate of Good Standing in Delaware?
You may order a Certificate of Good Standing online, in person, by mail, or by fax. Complete the request form and a daytime phone number where the secretary of state’s office can reach you for questions along with your filing fees. Always get legal advice from corporate lawyers if you have questions about ordering your CGS.
The secretary of state’s office offers four options to get a Certificate of Good Standing in Delaware:
- Online (No Physical Certificate). You can verify a company’s status via the secretary of state’s website. Still, this option will not produce a physical certificate. The cost is $10 per short-form entity result or $20 per long-form entity result. Their website allows you to pay for these costs with most major credit cards.
- In-Person. Delaware’s Secretary of State’s Office offers public terminals at 401 Federal Street in Dover, Delaware, at no cost. This in-person visit is not possible for everyone in the state. However, it can be the fastest in some situations since there is no mailing of physical documents involved.
- Direct Web Access. You can buy Direct Web Access to Delaware corporate information by contacting one of their authorized vendors. Vendors will charge an additional fee for their services and not offer any form of legal protection.
- In Writing. You can order a DE Certificate of Good Standing by writing to the Division of Corporations. Standard and priority rates apply, and you must complete the Certification Request Memo. If you’re requesting expedited service, you must indicate such on the form.
There is also the option to contact an “Expedited Service Representative” at (302) 739-3073 for more information. Their office will send all certificates via first-class mail unless otherwise provided.
Consider All Documentation Needs
If you are ordering your company’s CGS, you may want to obtain other legal documents that speak to your good standing. In addition, investors and other interested parties may wish to scrutinize as many of your corporate documents as possible. By maintaining current records with the state, your company can take control of the situation and any opportunity presented.
Delaware’s SOS Office can help you also obtain:
- Articles of Incorporation
- Corporate bylaws
- Shareholders’ agreements
- Founders’ agreement
- Meeting minutes
- Annual report
- Other corporate documents filed
Some or all of these documents may be available, depending upon the type of entity and its documentation processes. However, you should be able to obtain the Articles of Incorporation and annual report with relatively little trouble. Get in touch with corporate lawyers if you have questions about drafting, negotiating, or obtaining these documents as soon as possible.
How Much Does It Cost to Get a Delaware Certificate of Good Standing?
It costs at least $50 to get a physical, certified copy of a Delaware Certificate of Good Standing in short form. If you want a long-form CGS, the cost is $175 and includes copies of compliance documents. In some situations, faster processing times are necessary, which the State of Delaware allows for an additional fee.
Additional fees for an expedited Delaware Certificate of Good Standing include:
- One hour : $1,000
- Two hours : $500
- Same day : $50 short form/$80 long-form
- Within 24 hours : $30 short form/$60 long-form
Balance the advantages and disadvantages of obtaining a CGS promptly and how it could affect your legal situation with an attorney. For example, if you wanted to get a physical, long-form Delaware Certificate of Good Standing within the next hour, it would cost $1,175. But, on the other hand, it could cost as little as $50 when time is not an issue in another instance.
How Long Does It Take to Get a Delaware Certificate of Good Standing?
You could have a physical, long-form DE CGS in as little an hour for $1,175 or as long as 21 days for $50 in short format. It generally takes between one hour and three weeks to get a Delaware Certificate of Good Standing. The Delaware Secretary of State’s Office allows expedited filings for an additional processing fee.
Can You Expedite a DE CGS Request?
Yes, you can expedite a DE CGS request. The state allows you to obtain one in as little as one hour. They also have customer service representatives standing by during regular business hours to answer questions or confirm their ability to fulfill your request.
Who Issues a Certificate of Good Standing?
The Delaware Secretary of State’s Office issues a Certification of Good Standing to businesses. They have offices in Dover and Wilmington where you can obtain one via open public terminals. However, you can order one through their online portal if you do not need to go in person.
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