Obtaining a Certificate of Compliance in Oregon

When an entity requests an Oregon Certificate of Good Standing, the request is to confirm that your business meets the regulatory requirements of the state. It forms an important part of the application process for several business transactions that range from business accounts to long-term agreements.

What is an Oregon Certificate of Good Standing?

In Oregon, the Certificate of Good Standing (CGS) is also known as a Certificate of Existence. It confirms that the business meets the obligations set forth by the state and is currently active.

Other terms used to describe a CGS include a Status Certificate, a Certificate of Authority, or a Certificate of Status.

Which Oregon office issues Certificates of Good Standing?

The Secretary of State (SOS) issues the Oregon CGS. This takes place after the office is able to verify whether the business is compliant. Compliance can be a tricky process to work through, which is why ZenBusiness offers a worry free compliance service to help ensure your business stays on top of its compliance game.

What does a Certificate of Good Standing confirm?

The Certificate of Existence/Good Standing includes a verification number that can be verified with the SOS. It also includes the business name and that it’s registered in the State of Oregon. The certificate confirms that the business is active on the records and includes the state seal, confirmation of the SOS, and their signature.

Issuing of this certificate will only take place once all the compliance matters have been resolved, such as the filing of annual reports and payment of franchise taxes.

Why might a business need an Oregon Certificate of Good Standing?

There are several reasons an entity would request a Certificate of Good Standing. Risk management, the formation of wholesome business relationships, and knowing who you’re getting into business with are just the start. Instances where entities might request an Oregon CGS include:

• The addition of a new member/director/partner or sale of the business: Before a business is sold in part or wholly, it’s important that the incoming party/parties do their homework. A basic requirement is that the business is open and active and that it meets the basic regulatory requirements of the state.

• Opening a bank account: Many banks request a CGS before they open an account for a business. This is not only to ensure that the business is trading but also to verify that the business actually exists. The certificate plays a big role in curbing fraud.

• Seeking financing or additional capital: Before a financial institution or investor would fund or invest in a business, they first need to establish whether it’s run as a going concern; that is, whether the business is financially stable. If not, there’s a margin of risk that might prevent them from seeing a return on their capital.

• Doing business across state lines: When your business wants to do business in other states, the other states will require it to apply for a Certificate of Authority. A Certificate of Good Standing will be requested as a supporting document before permission will be granted to trade in that particular state.

• Establishing business relationships: Long-term lease agreements and long-term supplier agreements carry an element of risk. A Certificate of Good Standing will be a basic requirement before these agreements are put in place with many enterprises.

• Buying business insurance: Business insurance relies on risk calculations to determine the cost and amount of coverage. A Certificate of Good Standing alleviates some of the risk.

• Applying for permits and licenses: Some federal, state, or local authorities will require that a business meets the regulatory requirements of the state before agreeing to renew certain licenses and permits.

While there are some entities that may request a Certificate of Good Standing, this isn’t a mandatory document for businesses to have under normal circumstances. Some businesses never have to request a CGS; however, it’s still important to meet the regulatory requirements needed to obtain the certificate.

Instances where the SOS might deny a Certificate of Good Standing

The SOS can deny issuing a Certificate of Fact in the following instances:

• Business operations are no longer regarded as legal
• Permits and licenses aren’t up to date
• Annual fees such as registration fees are not up to date
• Franchise and other taxes are not up to date
• Annual reports aren’t filed or are incorrect

There will be a reason for the denial, which gives you an opportunity to rectify and request again.

What Oregon entities can get a Certificate of Good Standing?

Limited liability companies (LLCs), business corporations, and nonprofit corporations are all registered with the state of Oregon, and can therefore request a CGS.

How to get an Oregon Certificate of Good Standing

Before requesting a Certificate of Good Standing, it’s important to check whether your business has all the compliance criteria down. This means checking whether annual reports are properly filed, all fees are up to date, and that the business has met all its tax obligations.

By checking this before actually applying for the CGS, the business is less likely to run into delays or possible declines/denials.

A shortcut is to check the current status of the business on the SOS business register. The following five steps will give you an idea of the current status.

1. Access the “Find a Business” link on the Secretary of State’s site.
2. Type the name of the business in the relevant search bar.
3. It will produce all the results with that name.
4. The column that says “Entity Status” will indicate whether the entity is inactive or not. Inactive entities are unlikely to obtain a Certificate of Good Standing. Some of the reasons for an inactive status include failure to renew, administrative dissolution, and involuntary revocation.
5. Active entities can apply for a Certificate of Good Standing; however, they still need to meet other compliance requirements before the SOS will issue it.

Compliance plays a big role in obtaining a Certificate of Good Standing, and at ZenBusiness our worry free compliance service can help.

Request the Certificate of Good Standing

Access the Oregon SOS Business Registry Certificates site and click on the text that says “certificate request form (PDF).” This will bring up an electronic form. Simply complete the details for the entity in question and select the “Status/Existence” option. The Secretary of State also allows additional options, such as authenticating the document if it’s going overseas, for an additional fee. Applicants can also indicate whether they want to collect the certificate in person or prefer it to be mailed.

There’s an option for overnight or express delivery; however, applicants are required to provide a prepaid airbill. When the form is completed, it can be mailed to the Secretary of State’s Corporation Division, or faxed to their office.

Once the form is received, it takes three business days to be processed under normal circumstances.

Check to see whether the CGS meets the requirements of the requestor

While there is no expiration date on a CGS, certain entities may attach a validity time frame to the certificate. For instance, they may request a certificate no older than three months.

Send to the requesting party

Find out from the requesting party whether they prefer a mailed or electronic copy.