Obtaining a California Certificate of Status

This guide explains how to acquire a California Certificate of Status from the Secretary of State.

Updated on
Jan 24, 2024
5
min read
State
California
Topic
Compliance

If you're a business owner in California considering expansion or a transfer of your business to another state, obtaining a Certificate of Status (COS), also known as a Certificate of Good Standing or Certificate of Existence, is crucial. This document serves as evidence that your business operates in compliance with all relevant laws. There are several situations where a COS may be required, such as when seeking a loan or selling your business.

Understanding the California Certificate of Status

A California Certificate of Status provides confirmation of the following aspects of your business:

  1. Your business is a legally registered entity in California.
  2. It hasn't been suspended by the Franchise Tax Board.
  3. Your business is authorized to operate within the state of California.

Typically, you don't need a Certificate of Status for your routine daily business operations. Instead, it becomes necessary in specific situations, such as:

  • Securing a new line of credit or funding from a bank.
  • Opening a new business bank account.
  • Obtaining insurance coverage for your business.
  • Entering into contracts with the state or other businesses.
  • Selling or transferring part or all of your business.
  • Renewing certain permits or licenses.
  • Expanding your business into another state or jurisdiction.

It's important to note that you must be a registered state entity to obtain a California COS. Commonly, corporations and LLCs request a Certificate of Status, but limited partnerships and nonprofits may also require one on occasion. If you operate a sole proprietorship, you cannot obtain a Certificate of Good Standing because this type of business entity doesn't register with the state.

Steps to Obtain Your Certificate of Status

Before initiating the filing process, ensure that your business complies with all relevant state laws. This includes:

  • Staying current on all state, federal, and local taxes, including payroll taxes and unemployment insurance.
  • Accurately filing your business's annual report, referred to as a "Statement of Information" in California, with the Secretary of State. Make sure to file for any previous years if you missed any reports.
  • Ensuring that your business holds the necessary state licenses and pays associated fees. For example, if your business is a law firm, all attorneys should be in good standing with the California State Bar Association.

Obtaining Your Certificate of Status

In California, the Certificate of Status is obtained from the Secretary of State. To secure one, follow these steps:

Step 1: Download and Complete the Form

Download the required form, print it, fill it out, and then send it by mail along with the applicable fees. Ensure that you provide the following information:

  • Requester Information: Include your name and the address where you want to receive the Certificate of Status. This can be the business address for which you're requesting the record. Don't forget to include your phone number in case the Secretary of State needs to contact you.
  • Return Method Requested: If you're submitting the form in person at the Sacramento office, indicate how you'd like to receive the Certificate of Status. You can choose to pick it up, usually available the next business day, or have it mailed to you.
  • Business Name: In Box 2, enter your company's name exactly as it appeared when filing the Articles of Incorporation. Include the Entity or File Number issued by the Secretary of State. You can find this number in the paperwork you received after your Articles of Incorporation were processed. Although not mandatory, including this number can expedite the process.
  • Report Copies: This section allows you to order copies of various reports related to your business, such as Articles of Incorporation or amendments. While generally unnecessary to obtain a Certificate of Status, you can request copies of these documents if needed.
  • Certificate Requests: Specify that you want a California Certificate of Status in this section. You can order multiple copies if dealing with multiple agencies or institutions, indicating the number of certificates required in the far-right column.
  • Fax Number: If you wish to receive a fax copy of your Certificate of Status before obtaining certified paper copies, provide the fax number. Note that there is a fee of either $5 or $10 for receiving these faxes.
  • Calculate Fees: Complete the fee schedule in the lower right box, as fees are outlined directly on the form. Double-check that the fee schedule is accurately filled out. Payment can be made by check or money order, payable to the California Secretary of State. If filing in person, Visa or MasterCard payments are accepted. Note that filing in person expedites the process but incurs an additional $10 processing fee.

Step 2: Submit Your Request

After completing the form, you have two options for submission. Please be aware that the California Secretary of State currently does not accept Certificate of Status requests via email or online.

  • Mailing: Mail your request form, along with the fees, to the following address:
  • Secretary of StateBE Certification and RecordsP.O. Box 944260Sacramento, CA 94244-2600
  • In-Person Filing: If you prefer, you can submit the form in person at:
  • 1500 11th St., 3rd floor, Room 380Sacramento, CA 95814

Step 3: Processing Time

For requests filed in person, you can expect to receive your Certificate of Status the following business day. You must collect it in person from the same office.

For requests sent by mail, Certificates of Status are typically processed within one to two business days from the date of receipt. After processing, you'll receive the certificate by mail.

Step 4: Receiving Your Certificate

Upon receiving your Certificate of Status, confirm its suitability for your intended use. Keep in mind that its validity depends on the entity or jurisdiction requesting the certificate. If the certificate is valid, return it to the requesting parties, typically through mail. Ensure you have the correct mailing address before sending it.

‍Disclaimer: The content on this page is for informational purposes only and does not constitute legal, tax, or accounting advice. Seek the counsel of a licensed professional for specific questions related to these topics.

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