Obtaining a Certificate of Compliance in Missouri

A Missouri Certificate of Good Standing (CGS) plays an important role when you need to show that your business is in good standing with the state. While some businesses hardly ever have occasion to present one, some businesses are required to provide one frequently. The nature of the business, the types of contracts it enters into, and what business entities it enters into those contracts with will determine whether a CGS is necessary.

What is a Missouri Certificate of Good Standing?

In Missouri, a Certificate of Good Standing is a document that proves that a business is in compliance with state regulations. It’s issued by the Missouri Secretary of State (SOS).

In other states, a CGS may also be referred to as a Certificate of Existence, a Status Certificate, Certificate of Authorization, or a Certificate of Status. In Missouri, however, a Certificate of Good Standing and a Certificate of Existence are two separate documents.

Which Missouri office issues Certificates of Good Standing?

The office of the SOS of Missouri completes the compliance checks and issues the CGS. As the CGS is issued based on a business completing certain tax, permit, and reporting obligations, it’s important to ensure your business has all its compliance matters in order. At ZenBusiness, our worry free compliance service can help keep your business in compliance with alerts about important dates, annual report filing, and amendments and/or additional filings. We can also help you get back in good standing if you missed something.

What does a Certificate of Good Standing confirm?

The CGS confirms that a business has met certain regulatory requirements of the state. While regulations may differ from state to state, they generally include upkeep of franchise taxes and the submission of annual reports.

Information on the Missouri CGS

A Certificate of Good Standing starts off with a general confirmation by the Secretary of State of Missouri. It also includes the seal of the office of the SOS and the date the certificate was issued. The CGS will include the name of the entity and whether it’s in good standing. And finally, there should be a certificate number that entities can use to validate their document.

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

Forming a new relationship with an entity, whether it’s to lease a property or to work on a project, carries some risk. One of the ways businesses can alleviate some of that risk is ensuring that the entity that they’re getting into business with is above board. This means that it’s registered and authorized to do business in that state and meets certain minimum regulatory requirements. A Certificate of Good Standing does this. Events that might trigger a CGS request include:

• Signing of contracts with the state or other entities: Whether your business is signing a performance contract for a job or a lease agreement for a property, the other party might require a CGS as part of their standard document requests.

• Renewal of permits and licenses: The renewal of permits and licenses requires that businesses meet the minimum regulatory requirements. It’s important to check in your state whether you’re required to have your licenses and permits in place before requesting the CGS or whether a CGS is required for these renewals.

• Applying to do business across state lines: Setting up an office in another state often requires businesses to have a Certificate of Authority in place. A Secretary of State won’t issue this document unless they have a CGS from the entity’s home state.

• Securing financial support: Investors, financial institutions, and banks all need to do due diligence before they enter a business relationship with an entity. Especially when there’s funding or lending involved. A CGS is a standard request from most financial institutions, including basic transactions such as opening a business bank account.

• Securing insurance: The cost and nature of business insurance depend on the risk that the business poses. A basic requirement is that a business has the resources to stay operational, and one way to determine that is if the business keeps up with regulatory requirements. A CGS helps in this regard.

• Transferring of shares or ownership: When a new owner, member, partner, or director decides to take on all or part of a business, it’s important that all the regulatory requirements have been met.

What Missouri entities can obtain a CGS?

Domestic businesses that are registered with the state can apply for a CGS. This includes entities such as general business corporations, nonprofit corporations, limited liability companies (LLCs), and limited partnerships.

Some entities aren’t required to register with the state, such as sole proprietorships. This means that they don’t need to request a CGS.

Instances where your request for a CGS might be denied

In Missouri, the SOS can deny the request for a Certificate of Good Standing. Through the 24/7 Missouri Open for Biz portal, businesses can file their annual reports and taxes. This will alleviate two of the biggest reasons why the state would deny a request for a CGS.

Other reasons why the SOS might deny the request for a CGS include:

• Permits and licenses have lapsed or been denied.
• The business is no longer operational.
• Annual registration payments aren’t up to date.

How to get a Missouri Certificate of Good Standing

The actual process to get a Certificate of Good Standing is simple, and if everything is in place, the request shouldn’t take more than a few minutes. To ensure that process goes smoothly, it’s important to ensure that all the compliance requirements have been met.

• Check whether franchise and other taxes are up to date.
• Follow up on annual reports to see whether they’ve been processed or not. Sometimes these reports are incorrect or incomplete and the SOS won’t issue a CGS due to this.
• Ensure all business information is up to date, including operating addresses and details of the registered agent.
• Check to see whether permits and licenses are due for renewal.

Requesting the CGS

Currently, there’s no manual process listed for requesting a CGS, as all business services are channeled through the RegSys Missouri platform. The steps are simple to follow:

1. Search for the company in question using part of the name or charter number.
2. Scroll through the list that’s generated until you reach the entity in question.
3. Select the “open” box.
4. Click on the tab that says “Copies/Certificates.”
5. Request the Certificate of Good Standing.

The cost of the Certificate of Good Standing is $10. Those who need a Certificate of Fact pay $25. There’s also an electronic payments convenience fee of $5.

Is it a CGS that the requestor wants?

It’s easy to mix up a Certificate of Good Standing with other documents. Check to see whether the document in question isn’t a Certificate of Fact or a Tax Clearance Certificate instead. In many instances, the CGS will suffice; however, that will depend on the requesting party.

A Missouri Certificate of Good Standing doesn’t have an expiration date either, but that doesn’t mean that an old certificate will satisfy the needs of the requestor. Certain enterprises such as banks will request up-to-date certificates issued within the last three to six months. Some may even request a certificate no older than thirty to sixty days.

Send the CGS to the requestor

In many instances, the requestor is happy with an emailed copy of the certificate. To verify its validity, the requestor simply needs to search using the validity tool and the certificate number.

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 Missouri 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.