Certificate of Good Standing for a Foreign-Owned LLC
A certificate of good standing proves your LLC is current with the state, not the IRS. Who asks for one, how states name it, and where Form 5472 fits.
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Last updated September 17, 2026
A certificate of good standing is issued by your LLC's formation-state Secretary of State to confirm the entity exists and is current on its required state filings — not that it complies with anything federal. States name it differently (Delaware calls it a Certificate of Good Standing or Certificate of Status; Wyoming calls it a Certificate of Good Standing too), and banks, payment platforms and foreign-state registrations all ask for it for different reasons.
Delaware's Division of Corporations issues its certificate through the Document Filing and Certificate Request Service, confirming an entity's name and current status once its annual tax and filings are up to date. Wyoming generates its Certificate of Good Standing online once you enter the entity's Filing ID. Good standing with either state says nothing about whether the LLC's federal Form 5472 has been filed — if that's the piece you're missing, Form5472 Prep prepares and faxes it from your own transaction records.
What is a certificate of good standing?
It's an official statement, issued by the state where the LLC was formed (or, for a foreign-registered entity, the state where it registered to do business), that the entity is on record, has not been administratively dissolved or revoked, and is current on whatever the state requires — usually an annual report, a franchise or license tax, and a registered agent. It does not confirm the LLC's income tax status, its federal information-return history, or anything about the IRS.
The exact name varies by state, which matters if you're trying to order the right thing:
| State | What the state calls it | Where you get it |
|---|---|---|
| Wyoming | Certificate of Good Standing | Generated online, free, via Filing ID lookup on the Secretary of State's site |
| Delaware | Certificate of Good Standing / Certificate of Status | Ordered through the Division of Corporations' Document Filing and Certificate Request Service |
If your LLC is formed somewhere else, search "[your state] Secretary of State certificate of good standing" and use the state's own site — third-party resellers can mark the price up without adding anything the state doesn't already provide directly.
Who asks for it, and what are they actually checking?
Nobody asks for a certificate of good standing out of curiosity — each requester is using it to answer one specific question about your LLC.
| Who asks | What they're checking | What to send |
|---|---|---|
| Bank opening a business account | The LLC still legally exists and hasn't been dissolved | A recent certificate (some banks want one dated within 30–90 days) |
| Stripe, Amazon, PayPal or another platform | Same — confirming the entity behind the account is current | The certificate plus your EIN confirmation and formation document |
| Another state, when you register to do business there | Whether your "foreign" (out-of-state) LLC is authorized to register | A certificate from your home formation state, often required to be recent |
| A buyer or counterparty in a sale or contract | The LLC's full filing history, not just current status | A long-form certificate, if the state offers one, rather than the short form |
What keeps an LLC in good standing?
Whatever the formation state's own requirements are — there's no federal standard. The two most common triggers are the annual report or tax, and the registered agent.
Wyoming requires an annual report and license tax — the greater of $60 or $0.0002 per dollar of Wyoming-situs assets — due the first day of the LLC's anniversary month, per the Wyoming Secretary of State's annual report page. Delaware LLCs don't file an annual report at all, but they owe a flat annual tax of $400, due by June 1, per the Delaware Division of Corporations' LLC, LP and GP tax instructions — raised from $300 by Delaware House Bill 400, effective 1 January 2026. Late payment carries a $200 penalty plus interest at 1.5% per month, per the Delaware annual tax page, which at the time of writing still shows the superseded $300 figure. Every state also requires a currently effective registered agent with an in-state address; if the agent resigns and isn't replaced, that alone can put the LLC out of good standing even if the tax is paid.
What causes an LLC to lose good standing?
Missing the state's own recurring requirement — the annual report, the franchise or license tax, or a lapsed registered agent — is what triggers it in every state, but the exact process, timeline and what happens next (a late-payment penalty first, then eventually administrative dissolution or revocation) is set by each state's own statute and is not the same everywhere. Reinstatement after dissolution is generally possible but the process, backdated fees and required filings vary by state, so check the specific formation state's Secretary of State page rather than assuming your state's rule matches another one described online.
Does good standing with the state mean I'm compliant with the IRS?
No. State good standing and federal tax compliance are two completely separate systems that don't check each other. An LLC can hold a current certificate of good standing from its formation state while having never filed a required Form 5472 — the state has no visibility into, and no interest in, that federal filing. The reverse is also true: filing Form 5472 correctly every year does nothing to protect an LLC that has stopped paying its state tax or lost its registered agent. Treat them as two independent checklists.
Four scenarios, worked through
A Wyoming single-member LLC applying for Shopify Payments. The platform's compliance review asks for a certificate of good standing to confirm the LLC is still active. The owner generates one instantly online using the LLC's Filing ID — no mail, no waiting, because Wyoming's certificate is a free online lookup rather than a paper order.
A Delaware LLC registering to do business in California as a foreign entity. California's registration process asks for a certificate of good standing from Delaware, the home state, usually dated within a set number of months. The owner orders Delaware's certificate through the Division of Corporations before starting the California filing, since California can't issue a "good standing" opinion about a Delaware entity.
An owner whose registered agent resigned eight months ago without the owner noticing. When a bank later asks for a certificate of good standing, the state's system shows the entity is not current. The owner has to appoint a new registered agent and resolve any other lapsed requirement before the state will issue a clean certificate — the certificate request itself surfaces the problem rather than causing it.
A buyer performing due diligence before purchasing the LLC. The buyer wants to see the entity's full filing history, not just today's status, so the seller orders a long-form certificate where the state offers one (Delaware does, at an additional cost over the short form) instead of the basic certificate a bank would accept.
Getting your certificate without extra cost
- Confirm your LLC is actually current by checking your state's own business-entity search before you order anything.
- Find your Filing ID or entity number — most state portals require it or make the lookup faster with it.
- Decide which type you need. A short-form certificate (name and current status) satisfies most banks and platforms; a long form (full filing history) is for buyers, lenders or other states requiring detail.
- Order through the state's own official site, not a formation-service reseller charging a markup for the identical document.
- Check the requester's freshness window. Some banks and states want a certificate dated within the last 30, 60 or 90 days — order it close to when you'll submit it, not months in advance.
- Send exactly what was asked for — an original PDF or certified copy where required, matching the LLC's legal name precisely.
What we do and don't do
Form5472 Prep prepares and faxes the annual Form 5472 and pro forma Form 1120 from your related-party transaction records — Standard is $149 (5–7 business days), Express is $199 (3 business days), and each additional past tax year is +$99. EIN service is $149 at /ein, ITIN service is $349 at /itin. We do not order certificates of good standing, act as your registered agent, or file state annual reports, and we do not maintain your LLC's state standing on your behalf. We are not a law firm or a CPA firm, and nothing here is legal or tax advice — for state compliance questions specific to your entity, use your formation state's Secretary of State site or a local attorney.
Frequently asked questions
What is another name for a certificate of good standing?
Names vary by state — common alternatives include Certificate of Existence, Certificate of Status, or Certificate of Authorization. Always use the exact term your formation state uses when ordering, since a reseller's generic name can cause confusion.
How do I get a Wyoming certificate of good standing?
Generate it online, free, through the Wyoming Secretary of State's certificate lookup using your LLC's Filing ID. If you don't know your Filing ID, the site's name-search tool can find it first.
How do I get a Delaware certificate of good standing?
Order it through the Delaware Division of Corporations' Document Filing and Certificate Request Service, either online or by mail, choosing the short or long form depending on what the requester needs.
Does a certificate of good standing prove I've filed Form 5472?
No. It only confirms state-level status. Form 5472 is a separate federal information return filed with the IRS, and the state has no record of it either way.
Can a dissolved LLC get a certificate of good standing?
No. The state will only issue one once the entity is reinstated and current on whatever caused the lapse, such as an unpaid tax or a missing registered agent.
Does Form5472 Prep order certificates of good standing for clients?
No. We prepare and fax federal Form 5472 filings. Ordering a state certificate of good standing is done directly with your formation state's Secretary of State.
How often do I need a new certificate?
Only when a requester asks for one, since it reflects status as of the issue date. Many banks and states specify how recent it must be, so order it close to when you'll submit it rather than keeping one on file indefinitely.
Good standing tells a bank or another state that your LLC is current — it says nothing about your federal filing history. If a Form 5472 is still outstanding, start your filing here, or see the foreign-owned LLC filing requirements checklist for what else applies to your entity.