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What does a certificate of good standing actually prove?
A certificate of good standing is an official document from a US state that proves your LLC exists and has met its basic filing requirements. It is issued by the state where you formed the company, not by the IRS or any federal agency.
Quick Answer: A certificate of good standing proves your US LLC is legally active and has filed its required state reports and paid its state fees. It comes from the Secretary of State where you formed the LLC, not the IRS. Banks and payment processors ask for it to verify your company is real. It does not prove financial health, only that your state filings are current.
"Good standing" has a narrow meaning. It means the state's statutory filing requirements have been met [2]. That is it. The state is not checking your revenue, your contracts, or your tax returns. It is checking whether you filed your annual report and paid what you owe. Colorado's business FAQ puts it plainly: good standing means statutory filing requirements are met with the state office [2].
This is why a certificate is not a substitute for an EIN confirmation letter or an operating agreement. Those are different documents with different jobs. If you need the EIN letter, that is a separate request to the IRS. The certificate only speaks to your state-level status.
What is a certificate of good standing called in each state?
The name changes by state, which trips up a lot of founders. California issues a Certificate of Status [4]. New York also uses Certificate of Status and notes it is sometimes called a Certificate of Good Standing or Certificate of Existence [9]. Pennsylvania issues a Certificate of Subsistence [5]. Illinois uses the standard Certificate of Good Standing [1].
Same document, different label. When a bank asks for a "certificate of good standing," they mean whatever your state calls its official status document.
Who actually asks for a certificate of good standing?
Banks, payment processors, marketplaces, and foreign registries ask for it during onboarding to confirm your LLC is active. It is a verification step, not a formality.
When you open a US business bank account, the bank runs customer due diligence. Part of that check is confirming the entity exists and is in good standing. Payment processors like Stripe run a similar check under their know-your-customer rules. Amazon and other marketplaces ask for it when you register as a seller. Foreign tax authorities ask for it when you register a branch of your US company in your home country.
A certificate of good standing for a bank account is usually the first document requested. It is also the one founders forget to order until the bank asks.
Say your Mercury application is under review and they email asking for proof of good standing. You have 10 days to upload it. If you have never ordered one, you are now paying for expedited processing to meet the deadline.
Note: Not every requester needs the certified original. Some accept a printout from the state's online business search showing your status as "Active." Others want the sealed certificate. Check the exact requirement before you order.
How can a non-resident order a certificate of good standing remotely?
You order it online through your state's business portal or by mail with a form and payment. You do not need to be in the US to order one.
Here are the steps.
- Identify your state of formation. This is the state where you filed your Articles of Organization, not where you later registered to do business.
- Go to that state's official Secretary of State website. California uses BizFile [14]. Florida uses Sunbiz [6]. Illinois lets you search the entity database and purchase the certificate from the same page [1].
- Search for your LLC by name or file number.
- Select "Certificate of Good Standing" or the state's equivalent name.
- Pay the fee. This is where non-residents hit a wall: some state portals reject international credit cards.
- Choose your delivery method. Standard mail is slow. Expedited courier costs more but arrives faster.
If the state portal rejects your card, you have two options. Use a US-based payment method, or have your registered agent order the certificate on your behalf and forward it to you. A registered agent is the person or company with a physical address in the state who receives legal mail for your LLC. Many registered agent services will order the certificate and ship it internationally.
For help with the broader setup, see US LLC formation for non-residents.
Tip: Order two copies. One for the bank, one for your files. Reordering later means paying the fee and waiting again.
How much does it cost and how long does delivery take by state?
Government fees range from about $5 to $50 depending on the state. Processing takes 1 to 15 business days. International delivery adds 1 to 4 weeks on top.
| State | Document name | Government fee | Online ordering | Standard processing | Expedited option |
|---|---|---|---|---|---|
| California | Certificate of Status | Check the current official fee | Yes, via BizFile [14] | Varies | Yes, for a higher fee |
| Florida | Certificate of Status | Check the current official fee | Yes, via Sunbiz [6] | Varies | Varies |
| Illinois | Certificate of Good Standing | Check the current official fee | Yes, via SOS portal [1] | Varies | Varies |
| New York | Certificate of Status | Check the current official fee | Written request required [9] | Varies | Varies |
| Pennsylvania | Certificate of Subsistence | Check the current official fee | Varies | Varies | Varies |
Keep three cost buckets separate.
Government fee. What the state charges for the certificate itself. This is the only mandatory cost.
Provider and delivery fees. Your registered agent may charge a service fee to order and forward the document. Expedited courier is a separate charge. International tracked shipping costs more than standard mail.
Recurring compliance costs. The annual report fee and any franchise tax are what keep your LLC in good standing in the first place. Skip those and you will be paying reinstatement penalties later.
Heads-up: Standard international mail from a US state office has limited tracking. If the document is time-sensitive, pay for tracked courier.
What should you do if your LLC is not in good standing?
Fix the underlying problem first. The state will not issue a certificate until your LLC is back in good standing.
Common reasons an LLC loses good standing:
- A missed annual report
- Unpaid franchise tax or state fees
- No registered agent on file, or a registered agent who resigned
- A missed biennial statement in states that require one
The fix is called reinstatement or revival. You file the required form, pay the penalties and back fees, and wait for the state to update your status. Some states allow online reinstatement. Others require mail. Once the state shows your entity as active, you can order the certificate.
Imagine your LLC was administratively dissolved 14 months ago because you missed two annual reports. A bank wants a certificate before it will open your account. You file for reinstatement, pay the penalty, wait for processing, then order the certificate. That is weeks, not days. File your annual report on time and you never deal with this.
For the compliance calendar, see federal tax support for US LLCs.
What are the alternatives if a bank asks for proof of good standing?
If you cannot get the certificate in time, some requesters accept a state portal printout showing your status as Active. Acceptance varies by requester.
A screenshot from the state's business search is not a certified document. It shows the same status information, but it does not carry the state seal. Some banks accept it for an initial review and ask for the certified copy later. Others reject it outright.
A certified copy of your Articles of Organization is a different document. It proves the LLC was formed, not that it is currently in good standing. Do not swap one for the other unless the requester confirms it is acceptable.
If the certificate will be used outside the US, you need an apostille. An apostille is a separate certification from the state that authenticates the document for use in another country. It is not the same as a certificate of good standing, and it is ordered separately, usually from the same Secretary of State office.
Also, a certificate of good standing is not a Certificate of Authority. A Certificate of Authority is what you get when you register your LLC to do business in a state other than your formation state. Different document, different purpose.
Common Mistakes
Ordering from the wrong state. You order from the state where you registered to do business, not where you formed the LLC. The certificate must come from your state of formation.
Expecting the IRS to issue it. The IRS issues EIN confirmation letters, not certificates of good standing. There is no federal certificate of good standing. If a provider tells you otherwise, they are wrong.
Not checking whether the bank wants a certified or apostilled copy. A digital PDF satisfies some requesters and fails others. Ask before you order.
Letting the LLC fall out of good standing by missing annual reports. The certificate is cheap. Reinstatement is not.
Paying a provider a large markup for something the state sells directly. Some services charge well above the government fee for a document you can order yourself in 10 minutes. Use a provider only if the state portal rejects your payment or you need international forwarding.
Confusing a certificate of good standing with an EIN letter. They prove different things and come from different agencies. Banks usually want both.
Related reading: getting an EIN / tax ID as a non-US resident without an SSN.
Frequently Asked Questions
How long is a certificate of good standing valid? It reflects your status on the date it was issued. Banks often require one issued within 30 to 90 days, so check the requester's rule before ordering.
Do I need an apostille for my certificate of good standing? Only if the document will be used outside the US. The apostille is ordered separately from the state that issued the certificate.
Can I order a certificate of good standing online as a non-resident? Yes, most states offer online ordering. Some state portals reject international credit cards, in which case your registered agent can order it for you.
Will Mercury or Stripe accept a certificate of good standing? They may request it as part of their verification process. Whether they accept a digital copy or require a certified original is their decision, so confirm with them directly.
What is the difference between a certificate of good standing and a certificate of existence? Nothing substantive. They are the same document under different state names [9].
How much does a certificate of good standing cost? Government fees range from about $5 to $50. Expedited processing and international courier delivery add to that.
If you want help with US LLC formation, EIN and business setup, NexFyla can assist. We help non-US founders form US companies and set up EIN and US business banking support, including ordering state documents like certificates of good standing.
*Last updated: February 2026.*
Related reading
- Can a Non-Resident File a DBA for a US LLC?
- KYC and AML Checks When Forming a US Company as a Non-Resident
- How to Reinstate a Dissolved US LLC From Abroad
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