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The Essential Guide to Certificate of Good Standing For Your LLC: Why It Matters and How to Obtain It

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Running a Limited Liability Company (LLC) involves various legal obligations and responsibilities. One of the key documents that LLC owners in the United States need to be aware of is the Certificate of Good Standing.

October 17, 2023
Author: NCH

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Whether you’re a seasoned business owner or just starting a venture from scratch, understanding the importance of this certificate and the process of obtaining it is key.

What Is a Certificate of Good Standing?

A Certificate of Good Standing (COGS), also known as a Certificate of Existence or a Certificate of Status, is an official document issued by the Secretary of State office of a state. This document verifies that your LLC is legally registered and fulfills all state requirements. 

Although the specific name may vary by state, the purpose remains consistent: to confirm your LLC’s active status and compliance with state regulations.

Why Does It Matter?

Legal Compliance 

In some states, having a COGS is a legal requirement. It demonstrates that your LLC fully complies with state laws, regulations, and tax requirements. That way, you can prevent any potential legal issues or penalties.

Contractual Obligations

Many business contracts, leases, and agreements require that your LLC be in good standing throughout the contract. Without a COGS, you may miss out on lucrative opportunities down the line.

Establishing Credibility

A COGS serves as a testament to your LLC’s credibility and professionalism. It demonstrates that your business is compliant with state regulations and committed to maintaining a strong, legitimate presence. 

Fundraising 

If you plan to seek investments or loans for your LLC, investors and lenders may request this certificate as part of their due diligence process. This provides them with assurance that your business is operating within the law.

Compliance with Tax Authorities

Maintaining a COGS is often linked to tax compliance. It ensures that your LLC is current with state taxes and other financial obligations. Non-compliance can lead to penalties, fines, or even suspending your business operations.

Expansion and Licensing

A COGS may be a prerequisite for expanding your LLC into other states or obtaining licenses in different jurisdictions. This shows your LLC’s credibility and compliance.

How to Obtain a Certificate of Good Standing

Step 1: Verify Eligibility

Before applying for a COGS, ensure that your LLC is eligible. To qualify, your LLC must be up-to-date on all filings, fees, and taxes required by the state. If there are any outstanding obligations, you must resolve them before proceeding.

Step 2: Prepare the Required Information

Collect the necessary information and documents required to request the certificate. This includes but is not limited to the following: 

  • LLC Name: Make sure your LLC’s legal name is accurate and up to date.
  • Registered Agent: Confirm the current registered agent’s information.
  • Tax ID Number: Have your LLC’s federal tax identification number (EIN) ready.
  • Filing Fees: Be prepared to pay any associated fees for obtaining the certificate.

Step 3: Contact the Appropriate Agency

Determine which state department or agency is responsible for issuing the COGS. This is typically the Secretary of State’s office or the Department of Revenue. Visit their website or contact them directly for the necessary application forms and instructions.

Step 4: Submit an Application

Once you’ve identified the appropriate agency, you will need to apply the COGS. The application process may differ from state to state, but you are typically required to provide the following information: 

  • Your LLC’s name and registration number.
  • The date of formation and the type of business entity (LLC).
  • Your LLC’s principal address.
  • Contact information for the person or entity requesting the COGS.
  • Any required application fees.

Step 5: Await Processing

The processing time for a COGS can vary widely, depending on your state’s workload and efficiency. Some states offer expedited services for an additional fee, which can reduce the waiting time. Be sure to inquire about processing times when submitting your application.

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Step 6: Receive and Verify the Certificate

After your application is approved and processed, you will receive the COGS. Thoroughly review the document for accuracy. Ensure that all the information on the certificate matches your LLC’s details, including the business name and registration number. 

If you spot any errors or discrepancies, contact the issuing agency immediately to rectify them.

Ways to Maintain Your Certificate of Good Standing

Getting a COGS is only the first step. To maintain this coveted status, your LLC must continue to meet its ongoing obligations, which usually include the following key responsibilities:

File Annual Reports

Most states require LLCs to file annual reports to provide updates on various aspects of their business. The report typically includes information about the LLC’s ownership, management, and any changes in address or registered agent.

Tax Compliance

Stay informed of any changes in state regulations or laws that may affect your business. These changes can include alterations in reporting requirements, tax codes, or other compliance-related matters. Your LLC must adapt to these changes promptly.

Monitor Expiration Dates

A COGS is not a one-time document. It has a specific validity period, which varies by state but is often one year. To maintain your good standing, renew your certificate promptly before it expires. Set up reminders to track the expiration date and prevent lapses in your status.

Adhere to State Laws 

Ensure your LLC continues to operate within the bounds of state laws and regulations. Violations can lead to your good standing being revoked.

Seek Professional Guidance

If you find it challenging to manage compliance requirements, consider seeking the assistance of a business compliance professional. They can ensure your LLC remains in good standing.

The Bottomline

Obtaining and maintaining a COGS for your LLC is not just a legal requirement but a testament to your business’s credibility and reliability. This document is critical in various aspects of your LLC’s operations, from financial transactions to expanding into new states. 

By working with NCH, you can ensure your business’s continued success and growth while minimizing legal risks. Our commitment to assisting your LLC goes beyond just paperwork. We provide expert guidance and support to navigate the complexities of legal compliance.

Visit our website or call 1-800-508-1729 to schedule your free consultation today!

DISCLAIMER: The above material has been prepared for informational purposes only, containing opinions of the provider, and is not intended to provide, and should not be relied on for, tax, legal, or accounting advice. Please consider consulting tax, legal, and accounting advisors before engaging in any transaction.

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