Obtaining a Certificate of Good Standing in Delaware

If you own a limited liability company (LLC) or corporation in Delaware, you may at some point need a Certificate of Good Standing (CGS) from the Delaware Secretary of State, Division of Corporations. It’s proof that your business is active and in compliance with state law. Below we’ll discuss instances where you may need this and how to get it.

But it’s not only about compliance. The CGS (also called Certificate of Existence or Status in some states) is evidence that your company exists. Essentially, it’s a “business passport” for LLCs and corporations and provides many benefits for growing businesses.

The document is required for quite a few important aspects of business. If you’re looking to expand to other states, a CGS is needed. Your CGS might also be needed for opening up business bank accounts, securing financing, forming partnerships, landing contracts, and renewing licenses.

Below we discuss the various aspects of the CGS, how to go about applying for one, and answer common FAQs.

What is a Delaware Certificate of Good Standing?

A Delaware Certificate of Good Standing is an official document proving that your company has permission to do business within the state. It also serves as verification from the Secretary of State that your company complies with the state’s business regulations.

Who issues the CGS? Your Delaware CGS is issued by the Delaware Secretary of State, Division of Corporations.

To remain in good standing, you need to pay taxes and submit annual reports and other filings as required. A lot happens in the first year of business, and it can be hard to keep track of all the deadlines.

What does a Certificate of Good Standing confirm?

Your CGS confirms that your Delaware LLC or Delaware corporation is a legally valid Delaware entity. It shows that your company is up-to-date with taxes and fees and has filed annual reports if required.

Companies with outstanding taxes and annual reports won’t receive their Certificate of Good Standing (CGS) until liabilities are settled or documents are received.

So, what type of information is on the Certificate of Good Standing form? The form contains the company name and number, date of acceptance, and various declarations and acknowledgments. There are short-form and long-form versions, both accessible from the Delaware Secretary of State office.

The short form indicates that the LLC or corporation is up-to-date with franchise taxes. For corporations and other entities, it also confirms that annual reports have been filed.

The long form provides a bit more historical data, in addition to details about franchise taxes and annual reports. It also provides a timeline of the documents filed since incorporation and a detailed outline of the legal history and company structure.

Why might a business need a Delaware Certificate of Good Standing?

The CGS is issued by the Delaware Secretary of State. The document comes in handy when applying for business loans, registering for insurance, opening bank accounts, and securing funding. Businesses looking to secure government funding or contracts will need the certificate as well.

A Certificate of Good Standing isn’t a mandatory requirement when it comes to forming an LLC or corporation. However, this legal document is required when registering to do business in another state. The certificate may also be required if you wish to sell the business, renew licenses, and draw up contracts.

It’s important to remember that a CGS might need to be renewed, depending on what the requester requires. Some banks and investors might require a CGS document no older than 30 days. Typically, a certificate in Delaware lasts up to six months.

What Delaware entities can obtain a CGS?

Businesses that have registered with the Delaware Secretary of State can apply for a Certificate of Good Standing. These include corporations, LLCs, LLPs, limited partnerships, and other structures that register with the state. Because of this, many types of businesses can apply for a Certificate of Good Standing.

Not all business entities are required to register with the state. One example is a sole proprietorship. Because state registration isn’t required, these entities can’t apply for a Delaware CGS. However, if a business is registered, its Certificate of Good Standing may include an annual report and other information showing that it’s a legitimate business that’s in compliance with the state’s corporate laws.

How to get a Delaware Certificate of Good Standing

Firstly, you need to conduct the relevant checks to see if your business is in compliance. The state won’t issue a CGS if there are outstanding tax payments. Also, if a corporation or LLC hasn’t submitted its Delaware annual report, then the state won’t issue the CGS. If this report is required for your entity, ZenBusiness can take care of your business compliance needs, ensuring you are free to focus on your flourishing business.

When you’ve verified that you’re in compliance, it’s time to submit the legal documents. You can visit one of Delaware’s Division of Corporations at 401 Federal Street in Dover, Delaware, to get the documents.

Alternatively, you can download the forms through the online portal on the State of Delaware’s business website. The online portal service is available Monday to Thursday from 7:45 a.m. to 11:59 p.m. (EST) and on Friday from 7:45 a.m. to 10:30 p.m. (EST). The online portal isn’t available during weekends, state holidays, and unexpected closures of the Division of Corporations.

After you download and fill out the form, you can mail it along with your payment to:

Division of Corporations
401 Federal St., Suite 4
Dover, DE 19901

Your check should be made out to the Delaware Secretary of State. Your request is sent first-class mail unless you specifically provide the state with a FedEx or UPS account number.

Remember, when filling out your form, it needs to be accurate. Your certificate must be valid for its intended use. Your document will be returned to you via mail, complete with the printed great seal of the Delaware Secretary’s office. The certificate contains your business identification number and verification code that’s viewable on the state’s official website.

Conclusion

Compliance may not be simple to keep up with, especially when considering all the other aspects that make a business go round. At ZenBusiness, we understand that your business needs don’t stop after the business has been registered. ZenBusiness can help keep you in good standing with our Worry-Free Compliance service, which helps businesses stay compliant with state regulations by sending reminders and filing annual reports and amendments on behalf of the customer. And, if you need a CGS, our Certificate of Good Standing service can help.