What Is a Certificate of Good Standing?
A Certificate of Good Standing is an official document from your Secretary of State that proves your business is compliant. It confirms your company exists, is active, and has met all state-level obligations. When you apply for a business loan, foreign qualify in another state, or enter into a large contract, you’ll often be asked to provide one. They’re typically easy to order and you can get one quickly. Order a Certificate of Good Standing here.
But what happens if you can’t get one? A Certificate of Good Standing denial can derail growth plans and trigger additional problems. In this guide, we’ll cover the most common reasons for denial and how to resolve them quickly.
Common Reasons for Certificate of Good Standing Denial
1. Missed Annual Report or Franchise Tax Filing
One of the most common causes of denial is missing an annual report or franchise tax deadline. States use these filings to track business activity and assess fees. A missed filing, even by a few days, can result in your business being listed as “not in good standing.”
How to fix it: File the overdue report immediately and pay any late penalties. Many states let you file online and will update your status quickly once submitted.
2. Lapsed Registered Agent or Office
Every business must maintain a registered agent and a physical address for service of process. If your agent resigns or if the paperwork is out of date, your business becomes non compliant.
How to fix it: Confirm your registered agent is valid and your address is current. If your registered agent resigned due to lack of payment, you’ll need to get a new registered agent. URA can quickly step in as your registered agent. You can get started hiring us as your registered agent here.
3. Unpaid State Fees or Penalties
Unpaid fees from prior filings or penalties from late submissions can block your certificate. States will expect full payment before issuing one.
How to fix it: Check your account for balance due, including late fees and interest. Pay the full amount and get a receipt. Then request the Certificate of Good Standing.
4. Name or Status Conflicts in State Records
Name conflicts or mismatches can happen after a merger, DBA filing or name change. If the state’s records show your business is inactive or dissolved you will be denied.
How to fix it: Check your exact business name in the state portal. If there is an inactive or dissolved status you may need to file dissolution reversal or reinstatement. That often involves back fees and a reinstatement application. This varies by state. We can absolutely help you with this! The quickest way is to give us a call at (855) 236-9172. You can quickly talk to a real person who can guide you through this process.
Common Real Life Examples
| Reason for Denial | What Typically Happened | Why It Stops You |
|---|---|---|
| Missed Annual Report | Filing window closed | Business marked non-compliant |
| Agent address out of date | Old address listed | State cannot serve process |
| Outstanding fees | Fees from past filings | Hold is placed on certificate issuance |
| Name/status mismatch | Merger not registered | Records show no active business |
How to Fix a Denial Fast
Identify the Root Cause
Start by checking your business information on your state’s Secretary of State portal. Look for any alerts or status flags. You can also give us a call and, as a registered agent with access to state records, we’re often able to give you the exact details as well as the cost to get you back in good standing.
File Missing Reports and Pay Fees
Once you know what is missing, file it immediately. For annual reports, you’re often able to use the state’s online portal to file past annual reports. Prompt payment of fees and penalties ensures your status is restored and the Certificate of Good Standing becomes available again.
Reinstate or Appoint a Registered Agent
If your registered agent is missing or invalid, update it immediately. Appoint a new registered agent or contact your previous registered agent to pay past fees and reactivate their services.
Reconcile Name or Status Issues
If your business is shown as inactive or dissolved, you may need to reinstate your business. That usually requires paying back filing fees, submitting a restoration document and paying the reinstatement charge. Once accepted your business becomes active again and eligible. We can assist you with that and can walk you through what the total cost would be to get your business back up and running. Contact us here.
Use Expedited Services to Speed Things Up
Many states offer same‑day or 24‑hour processing if you request expedited service. That usually means paying an extra fee, but it gets you the certificate fast. Consider this option if you need the document urgently.
How URA Can Help You Stay in Good Standing Year‑Round
Registered Agent Service
URA tracks your filing dates, fees and compliance deadlines. We notify you before deadlines so you never miss a filing window. Get started with our registered agent services here.
ACE Services
URA can prepare and file annual reports, franchise tax payments and registered agent updates automatically so you avoid manual tracking, saving you time and money. You can enroll in our ACE Services here.
Trouble‑Shooting Compliance Holds
If you hit a roadblock, URA can help you resolve the issue quickly. We can help you determine the reason that your entity is not in good standing and help you with getting back in good standing ASAP.
Peace of Mind for Multi‑State Businesses
If your business operates across several states URA manages compliance in each jurisdiction. You get one point of contact instead of multiple state agencies.
Final Thoughts
A Certificate of Good Standing denial can be frustrating, but it’s almost always fixable. Late filings, fees, or agent issues are the usual culprits. The key is to act fast and stay ahead of deadlines. If you want to avoid compliance surprises and always stay in good standing, URA can help.
Get started today with URA’s compliance services and keep your business on track—no matter how many states you operate in.
