Obtaining a Certificate of Compliance in Nevada

A Nevada Certificate of Good Standing (CGS) is often requested when a registered business wants to expand to another state or engage in a contract with another business. It gives the requester peace of mind that certain legal obligations have been met. In Nevada, a Certificate of Good Standing is also referred to as a Certificate of Existence.

What is a Nevada Certificate of Good Standing?

A Certificate of Good Standing provides the requester with confirmation that the business in question is in good standing, with all its fees up to date and all its legally required documents in place. It also confirms that the company is authorized to conduct business in Nevada.

Some institutions might request a CGS before they’re willing to conduct business with a company. This means long-term contracts and projects might call for a CGS.

Which Nevada office issues Certificates of Good Standing?

The Office of the Nevada Secretary of State (SOS) issues the certificate once the office is satisfied that the business ticks all the compliance boxes. Since compliance plays such a key role in obtaining a CGS, it’s important to have your business affairs in order. At ZenBusiness, we provide a worry free compliance service that can assist you with this.

What does a Certificate of Good Standing confirm?

Before the Office of the SOS issues a CGS, it checks to see whether the business is registered with the state, whether it’s correctly handling compliance matters such as filing annual reports, and whether it’s up to date with relevant fees and other required payments, such as taxes.

What information does a Nevada CGS contain?

In Nevada, businesses can request a short-form or a long-form Certificate of Good Standing. Both certificates contain the following information:

• Confirmation by the Secretary of State that they carry the necessary authority to provide the Certificate of Good Standing.
• Name of the entity.
• Entity type.
• Date the entity was registered.
• Whether the entity is in good standing with the state.

A long-form CGS will also include a list of documents that the SOS has on file for the entity. This may be necessary for large-scale projects, government tenders, and special financial relationships where funding or investing is involved.

There’s also a long-form Certificate of Good Standing with no amendments, which clearly states on the certificate that there are no amendments. Some requesters may specifically ask for this version of the certificate.

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

Although a CGS isn’t a mandatory document, there are plenty of instances in which your business may be obligated to provide one.

• Registering to do business in another state. When a business applies for a Certificate of Authority in another state, the issuing state may request a Certificate of Good Standing as one of the supporting documents.
• Forming financial relationships. Whether you’re looking to secure funding through an investor or simply to open a bank account, financial institutions are known to request a CGS.
• Buying business insurance. Underwriters for business insurance rely on risk to determine the cost of the insurance. One of the most important risk factors is business continuation. A Certificate of Good Standing indicates that your business is in compliance with state law, which helps mitigate risk.
• Contract formation with state/other businesses. Lease agreements and business projects may require confirmation that the business is in good standing. A CGS is also helpful when businesses seek to open supplier accounts where they have payment terms.
• Selling/transferring part or all of the business. Before a purchaser takes on a partial or full stake in a business, they’ll want to know whether the business has met basic regulatory requirements. A Certificate of Good Standing is a good place to start.
• Renewing certain permits and licenses. Certain industries have additional requirements for operation. For instance, professionals need to have certain licenses, and other businesses may require permits. Relevant authorities may request a CGS before issuing such licenses and permits.

What Nevada entities can obtain a CGS?

Only businesses registered with the Nevada SOS can apply for a CGS. These include the following business types:

• Domestic corporations
• Nevada limited liability companies(LLCs)
• Business trusts
• Limited partnerships
• Limited liability partnerships (LLPs)
• Nonprofit corporations
• Professional corporations
• Close corporations
• Any foreign (out-of-state) qualification

Business entities that don’t require formal registration, such as sole proprietorships, can’t apply for a CGS.

Before the Office of the Secretary of State issues a CGS, it first confirms that the business has met the defined regulatory requirements as set out by the state of Nevada. When there are elements that aren’t complete or up to date, the SOS can deny the request. Such elements may include:

• Failure to submit Nevada annual reports (known as “annual lists” in Nevada).
• Not amending incorrect annual reports on time.
• Failure to pay agency or registration fees.
• Not being up to date with franchise taxes.
• Failure to renew licenses and permits on time.
• Providing a product or service that doesn’t meet the legal requirements on a federal, state, or local level.

The Office of the SOS will provide the exact reason for the denial.

How to get a Nevada Certificate of Good Standing

Before accessing the SOS site to request the document, check whether your business has met those regulatory requirements mentioned above; if it hasn’t, you’re setting yourself up for a denial. It’s critical for your business to stay on top of compliance matters since a lack of ability to get a current CGS can severely hamper your efforts to grow your company.

Regular compliance checking keeps you aware of the state of your business, and through the ZenBusiness worry free compliance service, these checks are simple to facilitate. We help your business easily check to see if it’s up to date with annual reports and other compliance matters when requesting a CGS.

Ways to Apply for a Nevada CGS

Apply online: Nevada uses the SilverFlume portal, which is designed to be a one-stop platform that assists state businesses with everything from the registration process to everyday management. You can order a Certificate of Good Standing through this portal for $50.

Apply by mail: Send a detailed letter that includes the name of the entity that the certificate is for to the following address:

Secretary of State
202 North Carson St.
Carson City, NV 89701-420

Include a check, money order, or credit card authorization to cover the $50 fee.

Apply by fax: Fax your detailed request, along with a credit card authorization, to (775) 684-5645.

Apply by email: A detailed request and credit card authorization can be sent to copies@sos.nv.gov.

Make sure your Certificate of Good Standing will be valid for its intended use

In Nevada, there are three different types of CGSs: the standard, the long-form, and the long-form without amendments. Occasionally, a requester will ask for a specific version.

It may also help to know that in Nevada, if a Certificate of Fact is requested, the Certificate of Good Standing will suffice.

While there’s no actual expiration date on a Nevada CGS, its validity period depends on the requester. If your CGS is more than a few months old, the requester may not accept it.

Send the CGS to the requesting party

Most parties will accept an emailed copy of the Nevada CGS, as it’s easy to verify with the SOS.

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. With this service, we not only help keep your business in compliance, but we can also secure a Nevada CGS for you if you need one; you just pay the state fees. And, if you don’t have worry free compliance but still need a CGS, our Certificate of Good Standing service can help.