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A Certificate of Good Standing (also known as Certificate of Existence or Certificate of Status) is a document issued by a state official (usually the Secretary of State) as conclusive evidence that a corporation or LLC is in existence and is authorized to transact business in the state, and that the company is in compliance with all state-required formalities. The Certificate of Good Standing generally sets forth the business entity’s name; that the business entity was duly incorporated or organized and is authorized to transact business in that state; that all fees, taxes and/or any applicable penalties owed to the state have been paid; that the company’s most recent annual report has been filed; and that articles of dissolution for the company have not been filed. Upon request the Office of the Secretary of State will issue an original Certificate of Good Standing. The process of obtaining an original document from the Office of Secretary of State is called the “retrieval”. The original Certificate of Good Standing bears the Seal of the Department of State and the signature of the State officer (Secretary of State, Deputy Secretary of State, State Treasurer). |
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If the document is intended for use in a foreign country it has to be legalized (“authenticated”) for foreign use. This is a process in which various seals are placed on the document. If the target country has joined the Convention Abolishing the Requirement of Legalization for Foreign Public Documents (“The Hague Convention”) the only legalization required is an Apostille. A document bearing an Apostille is valid in all of the Hague countries.
If the document is intended for a non-Hague country the consular legalization will be required. Before the consulate or the embassy can stamp the document, the document has to be authenticated on the state and federal levels.
Only certified copies as described above are accepted for further legalization. Computer generated or notarized copies cannot be accepted for legalization.
Very often receiving organizations in foreign countries require Articles of Incorporation (in case of corporations) or Articles of Organization (in case of limited liability companies) to be submitted along with the Certificate of Good Standing. If any amendments (e.g. change of name, change of address, etc.) were ever filed, Articles of Amendment will be required as well.
1. List of U.S. states: Alabama (AL), Alaska (AK), Arizona (AZ), Arkansas (AR), California (CA), Colorado (CO), Connecticut (CT), Delaware (DE), Florida (FL), Georgia (GA), Hawaii (HI), Idaho (ID), Illinois (IL), Indiana (IN), Iowa (IA), Kansas (KS), Kentucky (KY), Louisiana (LA), Maine (ME), Maryland (MD), Massachusetts (MA), Michigan (MI), Minnesota (MN), Mississippi (MS), Missouri (MO), Montana (MT), Nebraska (NE), Nevada (NV), New Hampshire (NH), New Jersey (NJ), New Mexico (NM), New York (NY), North Carolina (NC), North Dakota (ND), Ohio (OH), Oklahoma (OK), Oregon (OR), Pennsylvania (PA), Rhode Island (RI), South Carolina (SC), South Dakota (SD), Tennessee (TN), Texas (TX), Utah (UT), Vermont (VT), Virginia (VA), Washington (WA), West Virginia (WV), Wisconsin (WI), Wyoming (WY).
2. Countries (legalization): Afghanistan, Albania, Algeria, American Samoa, Andorra, Angola, Anguilla, Antigua and Barbuda, Argentina, Armenia, Aruba, Australia, Austria, Azerbaijan, Bahamas The, Bahrain, Bangladesh, Barbados, Belarus, Belgium, Belize, Benin, Bermuda, Bolivia, Bosnia and Herzegovina, Botswana, Brazil, British Virgin Islands, Brunei, Brunei Darussalam, Bulgaria, Burkina Faso, Burundi, Cambodia, Cameroon, Canada, Cape Verde, Cayman Islands, Central African Republic, Chad, Chile, China, Colombia, Comoros, Congo (Brazzaville), Cook Islands, Costa Rica, Croatia, Cuba, Cyprus, Czech Republic, Denmark, Djibouti, Dominica, Dominican Republic, Ecuador, Egypt, El Salvador, Equatorial Guinea, Eritrea, Estonia, Ethiopia, Falkland Islands, Fiji, Finland, France, Gabon, Gambia, Georgia, Germany, Ghana, Gibraltar, Greece, Grenada, Guam, Guatemala, Guernsey, Guyana, Haiti, Honduras, Hong Kong, Hungary, Iceland, India, Indonesia, Iraq, Ireland, Isle of Man, Israel, Italy, Jamaica, Japan, Jersey, Jordan, Kazakhstan, Kenya, Korea Republic of, Kuwait, Kyrgyzstan, Laos, Latvia, Lebanon, Lesotho, Liberia, Libya, Liechtenstein, Lithuania, Luxembourg, Macedonia, Madagascar, Malawi, Malaysia, Mali, Malta, Marshall Islands, Mauritius, Mexico, Moldova, Monaco, Mongolia, Montserrat, Morocco, Mozambique, Namibia, Nepal, Netherlands, Netherlands Antilles, Nevis, New Caledonia, New Zealand, Nicaragua, Niger, Nigeria, Niue, Norway, Oman, Pakistan, Panama, Paraguay, Peru, Philippines, Poland, Portugal, Puerto Rico, Qatar, rench Polynesia, Romania, Russian Federation, Rwanda, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, Samoa, San Marino, Saudi Arabia, Senegal, Serbia and Montenegro, Seychelles, Sierra Leone, Singapore, Slovakia, Slovenia, Solomon Islands, South Africa, Spain, Sri Lanka, Sudan, Suriname, Swaziland, Sweden, Switzerland, Syria, Taiwan, Tajikistan, Tanzania, Thailand, Trinidad and Tobago, Tunisia, Turkey, Turkmenistan, Turks and Caicos, Tuvalu, Uganda, Ukraine, United Arab Emirates, UUnited Kingdom, Uruguay, Uzbekistan, Vanuatu, Venezuela, Vietnam, Virgin Islands British, Wallis and Futuna, Yemen, Yugoslavia, Zambia, Zimbabwe