A Certificate of Secretary of State confirms that a business or nonprofit exists and is in good standing with your state
A Certificate of Secretary of State — also called a Certificate of Good Standing or Certificate of Existence — is an official document issued by your state's Secretary of State office. It states that your business or nonprofit is registered with the state, that registration is current, and that you have filed all required documents and paid all required fees.
You do not need this certificate to run your business day-to-day. You need it when a third party — a bank, a landlord, a vendor, a court, or a government agency — wants proof that your business is real and legally active. The certificate shows the date your business was formed, its current status, and sometimes the registered agent's name.
The certificate is issued by the Secretary of State office in the state where you incorporated or registered your business. If you have a business in multiple states, you may need a separate certificate from each one.
Key Takeaways
- A Certificate of Secretary of State proves your business is registered and in good standing with your state, but you only need it when someone else asks for it.
- Banks, landlords, lenders, and government agencies commonly request this certificate before opening accounts, signing leases, or processing contracts.
- You order the certificate directly from your state's Secretary of State office, either online or by mail, and it typically arrives within one to two weeks.
- The cost ranges from $5 to $25 depending on your state, and some states offer rush processing for an additional fee.
- The certificate is valid for a set period — usually 30 to 90 days — so order it only when you actually need it, not in advance.
When a Bank or Lender Will Ask for This Certificate
Banks and credit unions request a Certificate of Secretary of State when you open a business account or explore for a business loan. They use it to verify that your business is real, that you have the legal right to sign contracts on its behalf, and that the business name you are using is the registered one.
If you are explore for a Small Business Administration (SBA) loan or a line of credit, the lender will almost certainly ask for this certificate. Some banks will not process your process without it. If you are opening an account as a sole proprietor (not incorporated), the bank may not ask for it, since a sole proprietorship does not register with the Secretary of State the way a corporation or LLC does.
Landlords and Commercial Lease Situations
A landlord leasing commercial space to your business may request a Certificate of Secretary of State to confirm that your business exists and is authorized to sign a lease. This is especially common for longer leases or larger spaces, where the landlord wants assurance that the entity signing the lease is legitimate.
Some landlords also request it to verify the registered agent or principal address on file with the state. If your business has been in operation for years but the landlord has never heard of you, the certificate serves as third-party proof of your legitimacy.
Government Agencies and Court Proceedings
Courts, licensing boards, and government agencies sometimes request a Certificate of Secretary of State as part of a legal or regulatory process. If you are involved in a lawsuit, the opposing party may request it to confirm you are a real entity with the legal standing to sue or be sued. Licensing boards may ask for it when you renew a professional license or explore for a permit.
Some government contracts or grants require you to submit this certificate as proof that your business is in good standing before they will work with you.
How to Order a Certificate of Secretary of State
You order the certificate directly from the Secretary of State office in the state where your business is registered. Most states now offer online ordering through their official website. Search "[Your State] Secretary of State Certificate of Good Standing" to find the right office and ordering page.
On the Secretary of State website, you will enter your business name and entity number (if you have it) or your business registration number. The system will pull up your record and let you order the certificate when ready. You can usually choose standard delivery (one to two weeks) or rush delivery (two to five business days) for an extra fee.
If you do not have internet access or prefer to order by mail, you can read the request form from the Secretary of State website, fill it out, and mail it with a check or money order. Mail orders take longer — typically two to four weeks.
Cost and Processing Time
The cost of a Certificate of Secretary of State ranges from $5 to $25, depending on your state. Some states charge a flat fee; others charge more for rush processing. A few states offer the certificate for free but charge for expedited delivery.
Standard processing usually takes five to ten business days from the date the Secretary of State office receives your request. Rush processing, available in most states, costs an additional $5 to $15 and cuts the time to two to five business days. Some states offer same-day or next-day service for an even higher fee.
Once you receive the certificate, it is valid for a set period — usually 30, 60, or 90 days depending on your state. After that, it is no longer considered current, and you will need to order a new one if someone asks for it again.
What Information Appears on the Certificate
A Certificate of Secretary of State typically includes your business name, the type of entity (corporation, LLC, nonprofit, etc.), the date the business was formed or registered, the state of formation, the current status (active, inactive, dissolved, etc.), and the registered agent's name and address.
Some certificates also list the principal business address, the names of officers or managers (depending on state law), and the business's federal tax identification number (EIN). The certificate is signed and sealed by the Secretary of State or a deputy, making it an official government document.
The information on the certificate matches what is on file with the Secretary of State. If you have recently changed your registered agent or address, make sure those changes are filed with the state before you order the certificate, or the certificate will show outdated information.
What This Certificate Does Not Do
A Certificate of Secretary of State does not prove that you own the business, that you have paid all your taxes, that you have no lawsuits pending, or that you are in compliance with local zoning or licensing rules. It only confirms that the state has a record of your business and that registration fees and filings are current.
It also does not give you any new rights or permissions. You cannot use it to bypass licensing requirements, to operate in a state where you are not registered, or to claim authority you do not have. It is purely a verification document.
Frequently Asked Questions
Do I need a Certificate of Secretary of State if I am a sole proprietor?
No. Sole proprietorships do not register with the Secretary of State (unless you file a DBA — Doing Business As — form). If someone asks for a Certificate of Secretary of State and you are a sole proprietor, you likely do not have one to provide. A bank or landlord may accept other proof of your business, such as a business license or tax ID letter from the IRS.
How long is a Certificate of Secretary of State valid?
Most states consider a certificate valid for 30 to 90 days from the date of issue. After that period, it is considered outdated. If someone requests a new certificate, you will need to order a fresh one. Check your state's rules, as validity periods vary.
Can I get a Certificate of Secretary of State if my business is not in good standing?
No. The certificate explicitly states that your business is in good standing. If you have not filed required documents, have not paid fees, or have let your registration lapse, the Secretary of State will not issue a certificate. You must bring your business current first by filing any overdue documents and paying any owed fees.
What if I need the certificate but my business is registered in a different state?
You must order the certificate from the Secretary of State office in the state where your business is registered, not from your home state. If your business is registered in Delaware but you live in Texas, you order from Delaware's Secretary of State office.
Can I use a Certificate of Secretary of State to prove I own the business?
No. The certificate proves the business exists and is registered with the state, but it does not prove ownership. It may list the registered agent or principal address, but not the owner's name. If you need to prove ownership, you will need other documents, such as articles of incorporation, an operating agreement, or a business license.