Delaware Certificate of Good Standing: $50 Short Form, $175 Long Form, Same-Day Options and How Good Standing Is Lost

A Delaware Certificate of Good Standing is a formal document proving your LLC, corporation, or foreign business entity is authorized to conduct business in Delaware and has met all filing and tax obligations. Unlike a free online name search, a Certificate of Good Standing is an official, certified record that banks, lenders, suppliers, and government agencies recognize as proof of your entity's legal status.

This guide covers the types available, exact costs, how to get one, when you actually need it, and how your entity can lose good standing and what restoration requires.

What a Certificate of Good Standing Actually Shows

A Certificate of Good Standing is issued by the Delaware Division of Corporations (part of the Department of State) and certifies that your entity exists, is in good standing under Delaware law, and has paid all required franchise taxes and fees. When you receive one, it carries the official seal of Delaware and is admissible as evidence in courts and recognized by third parties without further proof.

Good standing means your entity has complied with Delaware law. For an LLC, this means the annual tax was paid by the June 1 deadline. For a corporation, it means the annual report was filed and the franchise tax was paid by March 1. No tax debt, no missed filings, no administrative dissolution. That is it.

Short Form vs. Long Form: What is the Difference?

Delaware offers two versions, and the choice depends on who will accept it and what details you need disclosed.

Short Form Certificate of Good Standing

Cost: $50 (all entities, domestic and foreign)

A short form certificate confirms your entity exists and is in good standing. It includes the name of the entity and its status at the time the certificate is issued. Most banks, lenders, and third parties accept a short form without question. If someone asks for a Certificate of Good Standing and does not specify which type, short form is the safe default.

Long Form Certificate of Good Standing

Cost: $175 (domestic entities only)

A long form certificate includes the entity's status plus all documents that have been filed, with their dates and times and any name changes that occurred. It is more detailed, but it also shows the entity's full filing history to whoever reads it.

Long form certificates are available only for domestic entities (entities formed in Delaware). If you are a foreign corporation or foreign LLC (formed outside Delaware and licensed to do business here), you can only order a short form.

Expedited Certificate Options and Costs

Standard processing of a certificate of good standing takes time that varies with the division's workload; no fixed turnaround is published. If you need it faster, expedited tiers are available and add significant cost.

For a short form certificate:

• Short form standard: $50
• Short form, same day delivery: $50 standard plus $50 expedite = $100 total
• Short form, 24 hour delivery: $50 standard plus $40 expedite = $90 total

For a long form certificate (domestic entities only):

• Long form standard: $175
• Long form, same day delivery: $175 standard plus $80 expedite = $255 total
• Long form, 24 hour delivery: $175 standard plus $60 expedite = $235 total

These fees are from the August 1, 2026 fee schedule. Confirm current fees on the Division of Corporations website at corp.delaware.gov before ordering.

How to Order a Certificate of Good Standing

Order online through the Delaware Division of Corporations eCorp Document Upload Service at icis.corp.delaware.gov/ecorp2. You will need your entity name or file number. You can pay by credit card or ACH; the charge is made when the request is processed. The Division returns requests by regular USPS mail unless you provide a FedEx or UPS account number, and it cannot return requests by fax or email.

Your request must say whether you want a short form or long form certificate (if eligible) and whether you want expedited service.

You can also mail a written request (a Certification Request Memo or your corporate letterhead). Check corp.delaware.gov for the current mailing address, or call 302-739-3073 with questions.

When You Actually Need a Certificate of Good Standing

A Certificate of Good Standing is required or requested in specific business scenarios. Ordering one when you do not need it is an unnecessary expense.

Banking and lending. Banks and lenders often request a certificate before opening a business account or approving a business loan. It proves the entity is real and legally compliant.

Vendor credit applications. Suppliers and distributors sometimes ask for proof of good standing before extending credit or net-30 terms to a new business.

Government and professional licensing. If you are applying for a professional license (contractor, food service, real estate) or a government permit, the agency may require a certificate showing the entity is in good standing before you can proceed.

Out-of-state business expansion. If you are licensing your Delaware LLC or corporation in another state, that state may require a Certificate of Existence or Good Standing from Delaware before you file foreign qualification paperwork. Each state has its own rules; ask the target state what documents they require.

Merger or acquisition due diligence. If you are buying another company or selling yours, the buyer's attorney will typically request a certificate of good standing from the target company as proof it has no hidden tax or filing violations.

Court proceedings. If your entity is a party to a lawsuit, you may need to file a certificate of good standing with the court as evidence of your entity's legal existence and standing.

Non-requirement: Internal documentation. You do not need a certificate for internal records, operating agreement updates, or management decisions. A certificate is for external third parties who need proof from an official state source.

The Free Online Search: What It Does and Does NOT Do

The Delaware Division of Corporations offers a free online entity search at icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx. You can search by entity name or file number and get back the formation date, registered agent, entity type (LLC, corporation, LP), and whether the entity is domestic or foreign. This search is helpful for due diligence or name availability checking.

What the free search does NOT show: current good standing status. The free search returns basic formation data only. A bank or lender will not accept a free search result as proof of good standing because it is not certified by the state and does not affirmatively state compliance status.

The division also offers paid online status lookups for $10 per entity (standard detail) or $20 per entity for detail including tax assessment and filing history, but these too are not certified good standing certificates. A certified certificate is the only document the state recognizes as official proof of good standing.

Why Entities Lose Good Standing

Good standing is automatic when your entity is formed and stays automatic as long as you comply with Delaware filing and tax requirements. You lose it by failing to meet those obligations.

LLCs

An LLC in Delaware is out of good standing if it fails to pay the annual tax by the June 1 deadline. The annual tax is $400 under HB 400, with the first $400 payment due June 1, 2027 (the payment due June 1, 2026 was $300); check corp.delaware.gov for the current amount and date. There is no proration; even if your LLC was formed on December 1, you still owe the full $400 by June 1 of the following year. No annual report filing is required (unlike corporations), only the tax payment.

If you miss the June 1 deadline, your LLC becomes delinquent immediately. Until you pay the tax and all penalties and interest, your LLC is out of good standing, cannot file most documents with the Division, and cannot maintain a lawsuit in a Delaware court. You cannot get a certificate of good standing for an out-of-good-standing LLC; the state will not issue one.

Corporations

A corporation in Delaware is out of good standing if it fails to file the annual report or pay the franchise tax by March 1. The annual report is filed online with the Division of Corporations. As of 2026, the annual franchise tax report costs $50 to file and covers the preceding calendar year.

Unlike an LLC, a Delaware corporation faces a dual requirement: filing (annual report) and payment (franchise tax). If either is missing or late, the corporation is delinquent and out of good standing.

Foreign Entities

A foreign corporation or foreign LLC that is licensed to do business in Delaware can also fall out of good standing if it fails to maintain its status. The specific requirements vary by entity type; consult the Division of Corporations or a Delaware business attorney if you are registered as a foreign entity.

Restoring Good Standing

If your entity is out of good standing, you need to cure the default. The process varies by entity type.

LLCs: Pay the annual tax plus all penalties and interest for each year missed; the LLC is restored to good standing on payment (6 Del. C. 18-1107(i)). If the tax went unpaid for 3 years and the certificate of formation was canceled, a certificate of revival is needed; check with the Division of Corporations.

Corporations: File the missing annual report and pay any back franchise tax, late fees, and penalties. Again, the Division of Corporations can confirm the exact reinstatement charges.

An LLC that is out of good standing cannot maintain a lawsuit in a Delaware court, although unpaid tax does not impair the validity of its contracts (6 Del. C. 18-1107). Any business conducted while out of good standing may face penalties or legal challenges if disputes arise. Do not ignore a missed deadline; restore status immediately.

Certificate of Existence for Foreign Entities

If you are a foreign corporation or foreign LLC applying to do business in another state, or if you are filing with another state for any reason, that state may ask for a Certificate of Existence or Certificate of Status from your home state.

For a foreign corporation formed outside Delaware, you order the certificate from the Secretary of State of your state of incorporation.

For a foreign LLC formed outside Delaware but licensed to do business in Delaware, you need a Certificate of Existence or Status from your state of formation dated within 6 months of filing your Delaware application. Delaware requires this proof to qualify a foreign LLC in the state.

Important Disclaimer

This guide is informational and explains how Delaware Certificates of Good Standing work, the costs involved, and when they are needed. It is not legal advice, tax advice, or a substitute for consulting a qualified Delaware business attorney or accountant.

Delaware law changes, and fees are subject to revision. Verify current fees, procedures, and deadlines with the Delaware Division of Corporations at corp.delaware.gov or 302-739-3073 before placing an order or making compliance decisions.

If your entity is out of good standing or approaching a deadline, consult a business attorney licensed in Delaware. Restoration can involve penalties and interest, and improper filing may result in continued delinquency or other legal complications.