Minutes of Annual Meeting

Our experts handle the creation and preparation of the annual meeting minutes, requiring minimal effort on your end.

CorXec offers an annual meeting minute preparation service priced at $249 per entity, covering both the shareholders and board of directors’ annual meetings. Drafting for previous years is available at just $149 per entity per year.

What is a Certificate of Good Standing?

A Certificate of Good Standing, also known as a Certificate of Status, Certificate of Existence, Certificate of Compliance, or Certificate of Subsistence in some states, is an official document issued by the state that confirms the legal existence, authorization to conduct business, and good standing of a registered business entity such as a Limited Liability Company (LLC) or Corporation. Being in “good standing” implies that the business entity has fulfilled its obligations, including timely filing of reports, payment of fees, maintenance of a registered agent, compliance with tax requirements, and renewal of licenses and permits. Typically, a Certificate of Good Standing is granted to a business entity that has met all its compliance and tax responsibilities in the state.

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Do You Need a Certificate of Good Standing?

Businesses may require evidence of their legal existence and good standing status in various scenarios.

Here are several examples:

  1. Expanding to Another State: When an LLC or Corporation intends to conduct business in a different state, it often needs to undergo a process known as Foreign Qualification. The state where the business is seeking qualification typically requires a Certificate of Good Standing from the home state as part of the approval process.

  2. Applying for Loans or Funding: Financial institutions and investors may request a Certificate of Good Standing before extending loans or providing funding to a business. Some banks may even require it for establishing a business bank account.

  3. Merchant Payment Processing Platforms: Certain credit and debit card processing vendors might insist on a Certificate of Good Standing before allowing a business to use their platform for accepting payments.

  4. Contractual Agreements: Potential business partners or vendors may seek assurance that the entities they are entering into agreements with are in good standing.

  5. Business Insurance: Insurers may request a Certificate of Good Standing before selling a commercial insurance policy to a business.

  6. Government Contracts: Businesses aspiring to provide products or services to the U.S. Government often need a Certificate of Standing.

  7. Business Sale: When selling a business, potential buyers may require proof that the business has maintained compliance with state regulations.

Maintaining good standing status is crucial for various reasons, as failure to comply with state requirements can lead to penalties such as fines, loss of personal liability protection for business owners, denial of access to state courts, and even administrative dissolution (involuntary closure) of the LLC or Corporation.

How to Get a Certificate of Good Standing

To obtain a certified copy of the Certificate of Good Standing, you need to submit a request to your state’s Secretary of State office or the designated office. States typically do not automatically send out these certificates, and most states offer request forms on their websites. These forms can be filled out online, submitted electronically, or downloaded and mailed.

CorXec has extensive experience in obtaining Certificates of Good Standing from all states. Our team of experts is well-versed in the process, and we assure prompt and professional handling of your order. While processing times vary by state, our knowledgeable filing experts will ensure that your request is fulfilled as efficiently as possible. You can initiate your certificate order by completing our online form or calling us to begin the process.

If your business has fallen out of good standing, CorXec can assist you in getting back on track. Contact us, and we can help you prepare and submit the necessary filings to reinstate your entity’s compliance status. Let us handle the details, providing you with peace of mind and allowing you to concentrate on what you do best—successfully running your business.

Annual Reports

Frequently Asked Questions

A business entity isn’t required by law to have one. However, financial institutions, licensing agencies, vendors, and other organizations may require a company to present one before engaging in business with it. Also, most states require any business wanting to foreign qualify in their jurisdictions to provide a Certificate of Good Standing from its home state.

States vary in how quickly they issue certificates. Depending on the state, you might receive your Certificate of Good Standing within minutes if you order it online, or it could take a week or more if you send a paper application. Many states offer expedited processing for an additional fee.

The costs can vary depending on various factors, including the state, entity type, ordering method (online or by mail), processing speed (standard or expedited), and certificate features (e.g., with or without apostille).

States’ applications vary in what information they require. Generally, business owners should be prepared to provide the following details:

The layout and wording of the certificate can vary by state. Information displayed in a Certificate of Good Standing will likely include most of the following details (and possibly others):

  • Business Entity Name
  • Entity Type
  • State
  • Formation Date
  • Entity File Number
  • Statement validating the entity is active in the state
  • Statement validating the entity complies with required filings and fees in the state
  • Issue date of the certificate
  • Signature of the Secretary of State (or other authorized officer)

If a company is not in good standing when it requests a certificate, the Secretary of State (or comparable office) will require the business entity to reinstate good standing. Only then will the state issue a Certificate of Good Standing.

A Certificate of Good Standing will display the date it was issued. Requesters who ask an entity for its Certificate of Good Standing may have rules regarding how current the certificate must be. Generally, a requesting party will accept an entity’s certificate as valid if its issue date is within the past 30 to 90 days.

States that have authorized an entity to conduct business as a foreign entity typically issue a Certificate of Authorization instead of a Certificate of Good Standing. A Certificate of Authorization serves as proof that the entity is in good standing with the state where it’s foreign qualified.

Sole Proprietorships are not required to register as legal entities, so states do not issue certificates to validate their good standing status. Likewise, most states do not require General Partnerships (GPs) to register as entities. In those states, GPs cannot obtain a certificate — nor will they be asked to present one. However, in states where GPs must file registration paperwork, they can get a certificate upon request.

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