Letter of Good Standing: What It Is and How to Get One for Your U.S. LLC

Letter of Good Standing: What It Is and How to Get One for Your U.S. LLC

October 22, 2025
 Min Read

Forming an LLC is just the first step — keeping it in good standing is what proves your company is legitimate.

A Letter of Good Standing (also known as a Certificate of Good Standing or Certificate of Status) is the state’s official proof that your LLC is active, compliant, and authorized to operate.

You’ll need it for things like opening a U.S. bank account, applying for financing, or expanding your LLC to another state.
In this guide, we’ll cover exactly what a Letter of Good Standing is, why it matters, and how to get one online — even as a non-U.S. founder.

What Is a Letter (or Certificate) of Good Standing?

A Letter of Good Standing — also known as a Certificate of Good Standing, Certificate of Status, or Certificate of Existence — is an official document issued by your state’s Secretary of State confirming that your LLC is legally registered, compliant, and authorized to operate.

It verifies that your company has:

  • Filed all required annual reports or franchise taxes
  • Paid all state fees
  • Maintained an active registered agent

In simple terms, it’s your LLC’s proof of legitimacy — the state’s way of saying, “This company exists and follows the rules.”

Most certificates are valid for 30–90 days, though the exact period varies by state and by what the requesting institution (like a bank or investor) requires.

Why Your LLC Might Need a Letter of Good Standing

A Letter of Good Standing is a credibility and compliance badge for your business. Many institutions use it to verify that your LLC is active, legitimate, and following all state requirements.

You’ll often need it when:

  • Opening a U.S. business bank account (especially with fintech banks like Mercury or Relay)
  • Applying for financing or merchant accounts (e.g., Stripe, PayPal, or Shopify Payments)
  • Registering your LLC to operate in another state — known as foreign qualification
  • Renewing business licenses or contracts
  • Selling your company or onboarding investors

Requirements to Be in Good Standing

To qualify for a Letter of Good Standing, your LLC must remain fully compliant with state regulations. That means keeping up with filings, fees, and records.

Typical requirements include:

  • Submitting your Annual Report or franchise tax on time
  • Maintaining an active and accurate Registered Agent
  • Paying all state fees and penalties
  • Keeping your business records and operating agreement up to date

If you fall behind on any of these, your state may mark your company as “Not in Good Standing” — or worse, administratively dissolve your LLC until you reinstate it.

How to Get a Letter of Good Standing (Step-by-Step)

Most states make it easy to order a Letter of Good Standing (also called a Certificate of Status) directly from the Secretary of State’s website.

You can do it entirely online or by mail — no need to visit the U.S. in person.

Here’s the step-by-step process:

  1. Go to your Secretary of State’s business portal. Search for “Certificate of Good Standing” or “Certificate of Status.”
  2. Look up your company by name or file number.
  3. Check your status — it should show “Active,” “Good Standing,” or “Current.”
  4. Select the option to order the certificate.
  5. Pay the state fee.
  6. Download the PDF instantly or receive a physical copy by mail, depending on the state.

How Long a Certificate of Good Standing Lasts

A Certificate of Good Standing doesn’t technically expire — but it’s time-sensitive. Most institutions only accept certificates issued within the last 30 to 90 days.

For example, banks and payment processors (like Mercury, Relay, or Stripe) often require a certificate no older than 60 days to ensure your company is still active.

While your LLC remains in good standing as long as it meets compliance requirements, the certificate itself can become “stale” if it’s too old. Always keep both digital and printed copies for your records — and order a fresh one whenever you need to verify your company’s status.

What Happens If Your LLC Loses Good Standing

If your LLC falls out of compliance, the state can mark it as “Not in Good Standing” or even suspend or dissolve it altogether.

Common consequences include:

  • Losing the right to file lawsuits or sign contracts under your company name
  • Being denied bank or financing applications
  • Losing rights to your business name within the state
  • Paying extra fees or penalties for reinstatement

For example, a Wyoming LLC that misses its annual report deadline automatically becomes “Inactive — Administratively Dissolved” until it files for reinstatement.

How to Restore an LLC to Good Standing

The good news: Reinstating your LLC is possible, but it often requires catching up on filings and paying back fees.

Here’s how to get back on track:

  1. File any overdue reports or franchise taxes.
  2. Pay all penalties or reinstatement fees charged by your state.
  3. Update your registered agent information if it’s outdated.
  4. Submit a reinstatement request or certificate to your Secretary of State.

Each state has its own reinstatement rules and fees. For example:

💡 Pro tip: StartFleet help non-U.S. founders file reinstatements and restore LLCs to good standing remotely — saving you the headache of dealing with U.S. state portals from abroad.

How Non-U.S. Founders Can Get or Maintain Good Standing Remotely

Managing your LLC’s compliance from abroad is easier than most founders think. Nearly every U.S. state allows you to file reports, pay fees, and request certificates online, so you can maintain good standing without ever visiting the U.S.

Here’s how to stay compliant remotely:

  • Use your state’s online business portal to file annual reports and order certificates when needed.
  • Set calendar reminders for annual report deadlines and tax filings to avoid late fees.
  • Ensure your Registered Agent promptly forwards any compliance notices from the state.
  • Keep accurate records — operating agreement, EIN, and Articles of Organization — ready for verification.
  • If managing multiple LLCs, track each state’s renewal cycle separately.

💡 Tip: StartFleet helps non-U.S. founders stay compliant year-round by filing annual reports, tracking state deadlines, and issuing official Certificates of Good Standing on request — so your business remains active and trusted, even while you’re overseas.

Final Thoughts

A Letter of Good Standing might seem like a simple document, but it carries serious weight. It proves your company is legitimate, compliant, and ready for business — whether you’re opening a U.S. bank account, signing a new client, or expanding internationally.

Keep your filings current, store your certificate safely, and set reminders before deadlines. Staying proactive with compliance means you’ll never lose momentum — or opportunities — when it’s time to scale.

Common Questions About Letters of Good Standing

How do I get a Letter of Good Standing?

You can order it directly from your Secretary of State’s website by searching your LLC name, confirming it’s “Active,” and paying a small fee. Most states let you download it instantly as a PDF.

What is the purpose of a Letter of Good Standing?

It proves your LLC is compliant and legally authorized to operate. Banks, investors, and state authorities use it to verify that your company exists and has met all reporting and tax obligations.

What should be included in a Letter of Good Standing?

It typically lists your LLC name, formation date, state ID number, and current status (e.g., “Active” or “Good Standing”). It’s signed or sealed by the Secretary of State as official proof.

Who issues a Letter of Good Standing?

The Secretary of State (or equivalent state agency) in the state where your LLC was formed. Only the state can issue an official certificate — it’s not something you can write yourself.

How long does it take to get a Good Standing Certificate?

In most states, it’s instant online once your LLC is compliant. Others (like Delaware) may take 1–3 business days if ordered by mail or with certified copies.

What is another name for a Certificate of Good Standing?

Depending on the state, it might be called a Certificate of Status, Certificate of Existence, or Letter of Good Standing — all mean the same thing.

What is the purpose of a Good Standing Certificate?

It’s often required when you’re opening a U.S. bank account, applying for financing, or registering your LLC in another state. It shows that your company is in full compliance with local laws.

How can I maintain Good Standing?

File your annual reports on time, pay all state fees, and keep your Registered Agent details current.

💡 StartFleet helps founders handle these filings automatically, so your LLC never falls out of good standing — even if you’re managing it remotely.

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