Certificate of Good Standing

The Certificate of Good Standing is a document that states that a company has been in continuous, unbroken existence since its incorporation and that no action is currently being taken to strike the company off the companies register.

The Certificate of Good Standing will not be issued if there are overdue fees or filings.

The Registrar of Companies can issue a Certificate of Good Standing which states according to the documents on the file at the Companies Registry, the company has been in continuous and unbroken existence since the date of its incorporation; it also confirms that all administrative requirements have been complied with.

No action is currently being taken by the Registrar of Companies for striking the company off the register and dissolving it as defunct, and as far as the Registrar is aware:

  • The company is not in liquidation or subject to an administration order
  • No receiver or manager of the company's property has been appointed
  • All annual returns and accounts are filed up to date
  • Proceedings to strike off the company from the Register of Companies has not been instituted

Order a Certificate of Good Standing

We can supply a Certificate of Good Standing from the Registrar of Companies certifying, the company has a status of Good Standing.

Please click the countries below to request a Certificate of Good Standing from the Companies Registry:

Good Standing Status

The Certificate of Good Standing is also known as a:

  • Certificate of Existence
  • Certificate of Authorisation
  • Certificate of Authentication
  • Certificate of Incumbency
  • Certificate of Compliance
  • Certificate of Status

The certificate, states according to the documents on the file of the company in the custody of the Registrar of Companies, the company has been in continuous and unbroken existence since the date of its incorporation.

No action is currently being taken by the Registrar of Companies for striking the company off the register and dissolving it as defunct and as far as the Registrar is aware:

  • The company is not in liquidation or subject to an administration order
  • No receiver or manager of the company's property has been appointed

Certificate of Good Standing - Certificate of Existence / Certificate of Authorisation in the USA

The Secretary of State can furnish a Certificate of Existence for a domestic company or a Certificate of Authorisation for a foreign company.

In the US, a company which is registered with the Division of Corporations, is said to be in good standing if it has filed and has paid all fees which are due within the charter.

The Certificate of Existence/Authorisation which we can provide states:

  • The corporation's corporate name
  • The corporation is duly incorporated under the law of the US State
  • The date of Incorporation
  • The period of its duration if less than perpetual; or
  • The foreign corporation is authorised to transact business in the state
  • That all fees, taxes, and penalties owed to this state have been paid and the payment, is reflected in the records of the Secretary of State
  • Non payment affects the existence or authorisation of the domestic/ foreign corporation
  • A current annual report has been filed with the Secretary of State
  • Articles of dissolution have not been filed

Subject to any qualification stated in the certificate, a Certificate of Existence or Authorisation issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorised to transact business the US State.

Bank Accounts

A bank may require a company wishing to open a bank account to show a Certificate of Good Standing. A corporation or a limited liability company wishing to register in another country as a foreign corporation will have to provide to that country with a Certificate of Good Standing from its home jurisdiction.

Note that being in good standing simply means the company has kept all paperwork related to its incorporation and yearly renewal up to date and that all fees have been paid. It is possible for a company to be simultaneously be delinquent in its taxes or being sued.

Apostille Certificate

Foreign governments may request bearers of documents to have them authenticated by the Department of Foreign Affairs. The authentication verifies the identity of the signature and/or seal or stamp which the document bears.

A Certificate of Authentication only validates the signature of a notary public, local or state officer. The Certificate of Authentication does not validate the contents, completeness, or accuracy of the notarised or issued document. The authentication process includes matching signature and seal with the information on file.

To have a Certificate of Good Standing apostilled ensures that it will be recognised as valid outside of the country of incorporation. This might be necessary if you decide to open a bank account for your new offshore company outside of its country of incorporation, or plan to transfer property into the company's ownership.

Company Status

When we provide a company search report the current status of the company is also provided.

Company not in Good Standing

A company is deemed not to be in Good Standing if it is in breach of filings requirements.

If your company has not paid or filed the annual government licence fee and/or the registered agent fee then, your company will not be in Good Standing.

In order to maintain full asset protection, your company must be in good standing with the Companies Registry at all times.

If your company is not in Good Standing please contact us and we can assist you in filing the documents to bring your company back into Good Standing.

Approved Status

The approved status recognises that a name that has been reserved at the registry but, has yet to be used to either start a new company or to change the name of an existing company. Reserved company names are held in some countries for up to 3 months.

Registered

A company is currently registered with the Companies Registry.

Struck off

This refers to a company that is no longer registered and has been removed from the company register. This can be for various reasons including failure to file annual returns. The document filing history with the registry will usually indicate why the company has been struck off.

In Liquidation

Once the notice of appointment of a liquidator or receiver has been filed with the Companies Registry, the search results will usually reflect the change of status for that company.

Void Status

In some jurisdictions like Delaware, failure to pay your corporation franchise taxes means your company status is Void. To renew your Delaware corporation and get the company back in good standing the outstanding franchise tax must be paid and a Delaware certificate for renewal must be filed.

Bring a Company back into Good Standing

The procedure to bring the company back into Good Standing varies between countries.

Offshore Jurisdictions

In offshore jurisdictions like Belize and the BVI the non-payment of annual renewal fees will make your offshore company lose its status of good standing. The Registrar of Companies will add late penalties and then proceed to strike-off your company from the Registry, for non-payment of fees.

To restore your company:

  • First we need to obtain a report from the companies registry to obtain details of the latest filings, and establish what fees are owed to the Companies Registry
  • The companies registry also have a reinstatement fee which must also be paid
  • The registered agent of your company will also need to be paid any outstanding fees owed
  • We can then become your registered agent and ensure that your company is kept in good standing through payment of the annual government fee and filing of annual documents