Home Q&A Forum What is a Certificate of Good Standing?

Corporate

Certificate of Good Standing

California

Asked on May 11, 2025

What is a Certificate of Good Standing?

I am a small business owner in the process of applying for a business loan and I have come across the term 'Certificate of Good Standing.' I am not sure what this certificate is, why it is necessary, and how I can obtain one for my business. Could you please explain what a Certificate of Good Standing is and its significance in the context of business operations and loan applications?

Answers from 1 Lawyer

Answer

Corporate

California

Answered 340 days ago

Robert P.

ContractsCounsel verified

Business Lawyer
Licensed in Oklahoma
Free Consultation
View Robert P.
Member Since:
June 10, 2025

A certificate of good standing is simply a due diligence item the lender will require showing your business entity is in "good standing" with the state in which the business was formed. "Good standing" means the business is operational and has paid its taxes (franchise taxes, etc) and is up to date on all annual fees, etc. To get the certificate, you can log on to your state of formation's secretary of state website (usually under the section entitled "business services") and you can purchase a certificate of good standing for a minimal fee.

Use of the ContractsCounsel Q&A Forum does not create an attorney-client relationship between User and any Lawyer User. The Forum is not a substitute for legal advice from a lawyer but is intended to be educational and to help the user determine if legal services are necessary. The Forum, Content, and communications on the Forum do not constitute legal advice.
Meet some lawyers on our platform

Darshun K.

1 project on CC
CC verified
View Profile

Faryal A.

391 projects on CC
CC verified
View Profile

Adam J.

6 projects on CC
CC verified
View Profile

Alton H.

43 projects on CC
CC verified
View Profile

People Also Asked

Corporate

Certificate of Good Standing

Ohio

Asked on Aug 15, 2024

Can you explain what a Certificate of Good Standing is and why it is important for a business?

I recently started a small business and I have heard about this document called a Certificate of Good Standing. I am not entirely sure what it is and why it is important, so I would like some clarification. From my understanding, it is a document issued by the state where my business is registered, but I am unsure of its purpose and how it affects my business. I want to make sure I am in compliance with all necessary requirements and understand the implications of obtaining or not obtaining this certificate.

View Melissa G.
5.0 (1)

Melissa G.

Answered Sep 10, 2024

A certificate of good standing shows that your business has complied with all of the applicable laws and regulations for the state in which the business operates (e.g., all required reports have been filed like the annual report; the business has paid all taxes and fees; the business has met any necessary licensing and regulatory requirements, etc.). and that the business is legally authorized to operate in a state. It is important to have so that the business can show potential partners, investors, or lenders that your business has taken the necessary steps to ensure its legal status in the state.

Read 1 attorney answer>

Business

Certificate of Good Standing

New York

Asked on Feb 9, 2025

What is a Certificate of Good Standing?

I recently started a small business and have heard about a Certificate of Good Standing. However, I am not sure what it is or why it is important. I would like to know more about what a Certificate of Good Standing is and how it can benefit my business in terms of legal compliance and credibility.

4.9 (13)

Damien B.

Answered Feb 10, 2025

In New York, a business's Certificate of Good Standing certifies that it is adequately registered and active in doing business in the state. A business owner may obtain a Certificate of Status, also referred to as a Certificate of Good Standing or Certificate of Existence, evidencing the existence of a corporation or other business entity by submitting a request to the New York State Department of State, Division of Corporations.

Read 1 attorney answer>

Corporate

S Corp

California

Asked on Jun 19, 2023

S corp and corporate restructuring?

I am looking to restructure my business, which is incorporated as an S corp. I am looking for advice on how to best restructure the business to ensure that all legal requirements are met and that the new structure is advantageous for the business. I am considering various options such as merging with another business, changing the ownership structure, or forming a new entity. I am seeking legal advice on the best approach and the potential implications of each option.

Chris J.

Answered Jul 21, 2023

Hi: Generally speaking, you have several options (many of which you've identified). 1. You can revoke S-Corp status (if you have a corporation and want C-Corp status). However, revocation won't be effective until the 2024 tax year. With that said, sometimes people inadvertently revoke S-Corp status by taking certain actions (which we can discuss). 2. You can create a new entity and structure it in the way you want (corporation, LLC, partnership, etc.). Then, you can wind down the S-Corp. 3. You can merge your existing S-Corp into an entity and have that entity survive and your S-Corp "merge out" and disappear. The approach that makes the most sense depends upon your business, the assets held by your S-Corp, and your objectives. Best regards, Chris Jackson

Read 1 attorney answer>

Corporate

Stock Purchase Agreement

California

Asked on Jul 30, 2023

Stock purchase agreement and stockholder representation letters?

I am looking to purchase a company and have been presented a stock purchase agreement. I am also required to sign a stockholder representation letter. I am looking for advice on what these documents mean, how they are connected, and what rights and obligations they create for me as a potential buyer.

Thaddeus W.

Answered Aug 11, 2023

Happy to discuss, but it looks like you might want to submit a formal request for bids.

Read 1 attorney answer>

Corporate

LLC

California

Asked on Oct 29, 2023

How is management structure set post-formation?

I am in the process of forming a Limited Liability Company (LLC) and I am looking to understand how the management structure will be set up post-formation. I have a business partner who will be a co-owner of the LLC and I am interested in learning the best way to ensure that both of our interests are represented in the management structure. Furthermore, I am interested in learning what type of documentation will be needed to ensure that our management structure is properly set up and in compliance with applicable laws.

View Sarah S.
5.0 (17)

Sarah S.

Answered Nov 3, 2023

When forming a Limited Liability Company (LLC) with a business partner, it's crucial to establish a clear and effective management structure to represent both of your interests. To do so, you should create an Operating Agreement, a customizable document that outlines the management structure, ownership percentages, and roles and responsibilities of each member. You can choose between a member-managed or manager-managed LLC, depending on your and your partner's roles and preferences. Defining ownership percentages, management responsibilities, voting rights, meeting procedures, and compliance with state laws is essential. Legal counsel should be consulted to draft the Operating Agreement and ensure compliance with specific state regulations, and it's important to regularly review and update the document to adapt to changes as your business evolves.

Read 1 attorney answer>

Find lawyers and attorneys by city