Delaware Good Standing: How to Check, Fix & Prove It

Delaware good standing means the State considers your LLC or corporation current. Its annual tax is paid, a corporation’s annual report is filed and a registered agent is on record. Banks, lenders, investors and other states ask for proof of it, usually as a Certificate of Good Standing from the Delaware Division of Corporations.

Two things catch owners off guard. First, Delaware’s free business search does not show standing at all. Second, a company can fall out of good standing the day after a missed deadline, often without anyone noticing. This guide covers how to check status, what each status label means, how the certificate works and how to get back in good standing if you’ve slipped.

What Good Standing Means in Delaware

Good standing is a compliance status, not a quality rating. It tells a third party that the company exists and has kept up with its obligations to Delaware.

What it takes depends on the entity type:

• LLCs (and LPs and GPs): pay the flat annual tax by June 1 and keep a registered agent. There is no annual report.
• Corporations: file the annual franchise tax report, pay franchise tax by March 1 and keep a registered agent.

Good standing in Delaware says nothing about your federal taxes, your licenses or whether the business is profitable or free of lawsuits. A company can be current with Delaware and still owe the IRS. It can also be out of standing in another state where it registered to do business.

How to Check If a Company Is in Good Standing in Delaware

Use Delaware’s paid online status check. The free business entity search won’t answer the question.

The free search shows the entity name, file number, formation date, registered agent and entity type. According to the Division of Corporations, it lists active and inactive entities alike and does not show status.

The Division’s online status service has two tiers, each with a small fee per entity. The basic tier shows current status. The higher tier adds the last five filings, the franchise tax assessment, total authorized shares for corporations and any tax due. Neither tier produces an official certificate, and payments are non-refundable.

Read the “status as of” date carefully. It shows when the entity entered its current status, not the date you ran the check.

Use a status check for your own peace of mind or for due diligence on a company you’re about to deal with. Order a certificate only when someone requires an official document.

Delaware Corporation Status: What Each Label Means

A Delaware corporation is in good standing only when its status reads “Good Standing.” Every other label either names the problem or shows that the company no longer exists. LLCs share some of these labels and have a few of their own.

These are the statuses owners and counterparties run into most, based on the Division of Corporations’ own definitions:

The labels fall into three groups. The “delinquent” labels and Ceased Good Standing mean the company still exists but is behind, and catching up fixes it. Void, Forfeited and the two “Cancelled, Failure to…” labels mean the State has acted against the company, and a revival filing is needed. Dissolved, merged and converted companies ended by choice, so standing is no longer the question.

If you’re checking a company you’re about to sign with and see anything other than Good Standing, ask why before you sign.

Proving Good Standing With a Certificate

A Certificate of Good Standing is the official version of the status check. It’s a document from the Delaware Secretary of State confirming that the company exists and is current as of the date it’s issued. Delaware calls the short version a certificate of status, and some requesters call it a certificate of existence.

Short Form vs. Long Form

The long form matters most after a name change. Say your company changed its name in Delaware and is also registered in another state. That state may want the long form as proof of the amendment before it updates its records. Our guide to a Delaware LLC name change covers what else to update.

When in doubt, ask whoever is requesting the certificate which version they need.

What It Looks Like and How Recipients Verify It

The Division of Corporations publishes sample certificate wording for each version. These cover short and long forms for corporations and LLCs, foreign entities and name changes. According to the Division, certificates issued since mid-2006 are printed in black ink on plain white paper with the Secretary of State’s seal and signature.

Each certificate carries an authentication number. A bank or agency can validate the certificate with the Division using that number and your file number. That’s how they tell a real certificate from a homemade copy.

Online validation works for one year from the issue date. Recipients usually want something much more recent anyway.

What It Costs and What to Expect

According to the Division of Corporations fee schedule, Delaware charges $10 for an online status check, $20 for the version with tax and filing history, $50 for a short-form Certificate of Good Standing and $175 for a long-form certificate.

A few rules affect your timing:

• The company must be current first. Delaware won’t issue a certificate to a company with unpaid tax or a delinquent status. Fix the status, then order.
• Certificates arrive on paper. The Division returns them by mail, or by courier if you provide an account, and never by fax or email. Allow for delivery time before any closing date.
• Rush service costs extra. Expedited processing is available for an added charge. Otherwise, processing time depends on the Division’s workload.
• The recipient decides how recent it must be. The certificate confirms status on its issue date, and banks and agencies set their own limits on how old it can be. Ask before you order, and don’t order too early.

You can request a certificate from the Division yourself. Expert handling pays off in confirming status first, choosing the right version and getting the document where it needs to go before your deadline.

What Knocks a Delaware Company Out of Good Standing

Almost every lapse comes down to three causes.

1. Missing the LLC annual tax. Delaware LLCs pay a flat annual tax for the prior year by June 1. If the payment hasn’t arrived by the end of that day, the status changes to Ceased Good Standing. A flat late penalty applies, plus monthly interest on both the tax and the penalty. If the tax stays unpaid for three years from its due date, the LLC is cancelled.

Delaware raised the LLC annual tax starting with the 2026 tax year. The first bill at the higher rate is due June 1, 2027. The Division’s LLC tax page lists the current amount. Our guides to the 2026 Delaware LLC tax increase and the Delaware LLC franchise tax explain what changed.

2. Missing the corporate annual report or franchise tax. Delaware corporations must file an annual franchise tax report and pay franchise tax by March 1. Paying without filing, or filing without paying, still leaves the company delinquent. The status labels above show which half is missing. A late report brings a penalty plus monthly interest on unpaid tax. A corporation whose franchise tax goes unpaid for a year becomes void.

The report now also asks for the company’s nature of business, and the principal place of business address must meet the State’s requirements. A problem with that address can flag a corporation even when its tax is paid. The Division’s annual report and tax page sets out the corporate rules. LLCs file no annual report, a difference we cover in Delaware LLC annual report requirements.

3. Losing your registered agent. Every Delaware entity must keep a registered agent. Agents often resign after invoices go unpaid. If no replacement is appointed within 30 days, a corporation is forfeited and an LLC is cancelled. Delaware also sends its annual tax notices through registered agents, so an agent relationship that has gone stale is a common way owners miss deadlines. See Delaware registered agent requirements for what the role involves.

The penalty is usually the smaller problem. The bigger one is timing: lost standing tends to surface in the middle of a loan, an acquisition or a registration in another state. Until the company is current again, Delaware won’t issue a certificate for it.

How to Restore Delaware Good Standing

How you get back depends on your status.

• Behind but still in existence (Ceased Good Standing or any corporate “delinquent” label): pay the tax, penalties and interest owed. A corporation also files any missing annual reports. Standing returns once the Division has recorded everything.
• Void, forfeited or cancelled: the company needs a revival filing, called a certificate of revival, plus all back taxes, penalties and interest. A reviving corporation must also file its annual reports. The revival filing carries its own State fee.

Once the company is current again, Delaware will issue a new certificate.

Don’t let a void or cancelled period drag on. While it lasts, the company lacks authority to act, and contracts signed during that time can be challenged. If the company signed anything significant while out of standing, have a qualified lawyer review how the revival affects it.

If you’re in that position, IncReg’s Delaware revival and reinstatement service prepares the revival and files it with the State.

Proving Good Standing From Outside the US

Non-US founders need certificates more often than US owners, not less. Foreign banks, payment providers and home-country authorities often ask for a Delaware certificate, and many want it apostilled.

An apostille is an international certification that lets a document be accepted in countries that belong to the Hague Convention. The Delaware Division of Corporations issues it. Countries outside the Convention need an authentication instead, and some also require a further step at the U.S. Department of State. The Division’s page on certifications, apostilles and authentications explains the difference. Confirm what the destination country wants before you order.

Two points matter more when you’re abroad. The State only sends certificates on paper, so plan for international delivery or a US address that can receive the document for you. And if you need apostilles on several filed documents, each one must be certified separately, because a single combined certification isn’t accepted for an apostille.

IncReg’s Delaware Certified Copy and Apostille service can request both from the State. For the bigger picture, start with our guide to the Delaware LLC for non-US residents.

Frequently Asked Questions

Is there a Delaware good standing number?

Not as a separate number. People usually mean one of two numbers. The first is the file number Delaware assigns at formation, which appears in the free search and is needed for almost every request. The second is the authentication number printed on each certificate, which the recipient uses to validate it.

Does Delaware good standing carry over to other states?

No. Each state where your company is registered to do business tracks its own standing, with its own reports and fees. A Delaware certificate is often required to register in another state, but it doesn’t keep you current there.

Does a status check or certificate show who owns the company?

No. Neither shows owners, and even the detailed status check leaves out officer and director names. For corporations, those names appear on the annual report itself. Delaware LLCs aren’t required to list their members or managers with the State.

Related guides

• Delaware LLC Franchise Tax: What You Owe (and When)
• Delaware LLC Annual Report Requirements: What You Do (and Don’t) Owe Each Year
• Delaware Registered Agent Requirements: What You Need to Know
• More in Delaware Compliance

Have a question about your specific situation? Contact us. This article is for informational purposes only and does not constitute legal or tax advice.