What If My Business Loses Its Certificate of Good Standing?

If you find yourself wondering what the meaning of “not in good standing” is, you’re not alone. Being in good standing isn’t too difficult to maintain. But if you somehow lose good standing, it’s crucial to understand what it is, how it happened, and how to get it back.

In this guide, we’ll cover all the basics of good standing, and what to do to get your Certificate of Good Standing back as smoothly as possible.

What is a Certificate of Good Standing?

A Certificate of Good Standing is a state-issued document that confirms a business is in good standing. Some states call this form a Certificate of Status or Certificate of Existence. When a business is in “good standing,” it has fulfilled all its obligations with the state, from annual reports and licenses to taxes.

Typically, a business that’s in good standing can request a Certificate of Good Standing from its Secretary of State at any time. They’re usually cheap to obtain, and most states process them within a few business days.

What do you need a Certificate of Good Standing for?

You don’t need a Certificate of Good Standing to run a business compliantly; it’s simply a certification that you have been operating compliantly. For most typical business transactions, a certificate isn’t necessary. But there are a wide variety of reasons business owners might need one, such as getting a business loan, getting a foreign qualification in another state, starting a new business contract, and more.

Businesses that lose their good standing risk a lot of potential issues. In many states, a business that’s not in good standing can’t initiate a court case. Getting funding or establishing relationships with new business partners can prove challenging, too.

If you’re hoping to qualify as a foreign corporation or foreign limited liability company (LLC) in another state, you’ll be unable to until you can get a Certificate of Good Standing. And, of course, businesses who fall out of good standing also are likely to incur fines and penalties.

How would a business lose its good standing?

Every state has slightly different reasons a business entity could lose its good standing status. Some of the most common reasons could be not filing your annual report, failing to maintain a registered agent, not maintaining a required license, or not paying certain business taxes. Basically, if your state has a statutory compliance requirement for your business structure and you don’t uphold it, you could lose your good standing. Criminal activities like fraud can also compromise your good standing.

The good news? Often, you can correct your standing in a few steps.

How to Get Your Business Back in Good Standing

Getting back into good standing can seem like a hassle, but in many cases, it’s doable. Every state has slightly different requirements, but here are the basic steps you can expect.

• Correct the compliance issue that caused your good standing loss: If you have delinquent periodic documents like annual reports, file each outstanding report. If you let your registered agent coverage lapse, file a Change of Registered Agent form (or similar document) to set up a new agent. File and pay any overdue tax returns.

• Pay outstanding fees: If you lost your good standing for a delinquent report or a late tax lien, odds are you’ll have late fees to pay. Fulfill those monetary obligations to all state agencies you owe money to.
• File reinstatement paperwork: Some states have a specific form, an Application for Reinstatement or Certificate of Revival, that you can file to get reinstated. Other states require you to contact the Secretary of State directly to request reinstatement.

To be sure that you’ve met all the state requirements for getting back in good standing, we recommend consulting with your Secretary of State (or equivalent government agency). If there are any outstanding compliance failures, they’ll let you know.