Obtaining a Delaware Certificate of Good Standing

What is a Delaware Certificate of Good Standing?

A Delaware Certificate of Good Standing is an official document confirming that your company has the authority to conduct business within the state. It also serves as verification from the Secretary of State that your company complies with Delaware's business regulations.

The issuance of a CGS is the responsibility of the Delaware Secretary of State, Division of Corporations. To maintain good standing, you must fulfill tax obligations and submit required annual reports and other filings. The initial year of business can be hectic, making it challenging to keep track of deadlines.

What Information Does a Certificate of Good Standing Confirm?

A CGS confirms that your Delaware LLC or corporation is a legally valid entity in Delaware. It signifies that your company is up-to-date with tax payments and fees and has filed annual reports if required.

Companies with outstanding taxes and unsubmitted annual reports will not receive their Certificate of Good Standing until these liabilities are settled or the necessary documents are submitted.

The CGS typically includes the company name and number, date of acceptance, and various declarations and acknowledgments. Delaware offers both short-form and long-form versions, both accessible through the Delaware Secretary of State's office.

The short form indicates that the LLC or corporation is current with franchise taxes and, for corporations and similar entities, confirms the filing of annual reports.

The long-form provides additional historical data, along with details about franchise taxes and annual reports. It offers a timeline of filed documents since incorporation and a comprehensive overview of the company's legal history and structure.

Why Might a Business Require a Delaware Certificate of Good Standing?

Issued by the Delaware Secretary of State, the CGS is valuable when seeking business loans, registering for insurance, opening bank accounts, securing funding, and pursuing government funding or contracts.

While not mandatory for forming an LLC or corporation, this document becomes a necessity when expanding into other states. It may also be required when selling a business, renewing licenses, or entering into contracts.

It's crucial to note that the validity period of a CGS may need to be considered, as some banks and investors may require a CGS document issued within the last 30 days. Typically, a Delaware certificate remains valid for up to six months.

Which Delaware Entities Can Obtain a CGS?

Businesses that have registered with the Delaware Secretary of State are eligible to apply for a Certificate of Good Standing. This includes corporations, LLCs, limited liability partnerships (LLPs), limited partnerships, and various other structures that undergo registration with the state. Consequently, a wide array of businesses can seek a Delaware CGS.

Entities not mandated to register with the state, such as sole proprietorships, are ineligible to apply for a Delaware CGS. However, if a business is registered, its CGS may include an annual report and other information to confirm its legitimacy and compliance with the state's corporate laws.

How to Obtain a Delaware Certificate of Good Standing

To begin the process, it's essential to verify your business's compliance with all relevant requirements. The state will not issue a CGS if there are outstanding tax payments or unsubmitted Delaware annual reports. If your entity requires an annual report, Stellar can handle your compliance needs, ensuring you can focus on your business growth.

Once you've confirmed compliance, proceed to submit the necessary legal documents. You can obtain the documents by visiting the Delaware Division of Corporations at 401 Federal Street in Dover, Delaware.

Alternatively, you can access the forms through the online portal on the State of Delaware's business website. The online portal operates Monday to Thursday from 7:45 a.m. to 11:59 p.m. (EST) and on Friday from 7:45 a.m. to 10:30 p.m. (EST). Please note that the online portal is unavailable during weekends, state holidays, and unexpected Division of Corporations closures.

After downloading and completing the form, you can mail it, along with your payment, to:

Division of Corporations 401 Federal St., Suite 4Dover, DE 19901

Ensure that your check is made out to the Delaware Secretary of State. By default, the request is sent via first-class mail unless you provide the state with a FedEx or UPS account number.

When completing the form, accuracy is crucial to ensure that your certificate is valid for its intended use. Your document will be returned to you by mail, bearing the official seal of the Delaware Secretary's office. The certificate includes your business identification number and verification code, which can be verified on the state's official website.

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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.