Delaware Good Standing Certificate: how to get one and when you need it
Delaware Certificate of Good Standing certifies your entity is current on franchise tax and exists in state records. $50 standard, more for expedited or apostille. When you need it.
What the Certificate of Good Standing certifies
The Delaware Division of Corporations issues the Certificate of Good Standing as proof that the entity:
- Currently exists in Delaware records (not cancelled, not dissolved).
- Is current on Delaware franchise tax payments (LLCs $300/year, Corps variable).
- Has filed any required annual report (Corps only; LLCs do not file annual reports).
- Has a registered agent of record in Delaware.
The Certificate is issued for a specific date and is typically considered valid for 30-90 days depending on the requesting party's policy.
When you need a Certificate of Good Standing
- Foreign qualification. Required by most US states when registering a Delaware LLC to do business in another state.
- Bank account applications. Some banks request a Good Standing Certificate during account opening, especially for non-resident-owned LLCs or larger account profiles.
- Counterparty due diligence. US enterprise contracts may require proof of good standing as part of vendor onboarding.
- Apostille for international use. Foreign governments and counterparties may require apostille certification of the Good Standing Certificate.
- Loan or financing applications. Lenders typically require Good Standing as part of underwriting.
How to order a Certificate of Good Standing
Three paths:
- Online via corp.delaware.gov. Request through the Division of Corporations portal. $50 standard processing (1-2 weeks). $100 expedited (24-hour). $200 expedited (same-day).
- Through your registered agent. Delewarellc and other registered agents handle Good Standing Certificate requests on behalf of customers, typically with a small service fee on top of the state fee.
- By mail. Mail request with check to Division of Corporations. Slowest path.
Apostille certification for international use
For use outside the United States (proving entity existence to a foreign government, foreign bank, or foreign counterparty), the Good Standing Certificate often needs apostille certification under the Hague Convention. The apostille is issued by the Delaware Secretary of State at $30 per document.
The apostille certification authenticates the underlying certificate as a genuine Delaware document. Both the underlying Certificate of Good Standing AND the apostille must be issued; order both.
Validity period
A Good Standing Certificate is dated as of the issuance date. Most requesting parties accept Certificates issued within the past 30-90 days. For ongoing situations (multi-state foreign qualification, multiple bank applications), order one Certificate and use it across multiple uses within its validity window rather than ordering separately each time.
Frequently asked questions
Do Delaware LLCs file annual reports?
No. Delaware LLCs do not file annual reports. Instead, Delaware LLCs pay a flat $300 annual franchise tax due June 1. This is different from Delaware Corporations, which file both annual reports and franchise tax payments by March 1.
Do I need a US address to form a Delaware LLC?
No. You do not need a personal US address. The Delaware LLC needs a registered agent address (which Delewarellc provides) and an address for IRS correspondence (which can be your home address abroad).
What is a Registered Agent for a Delaware LLC?
A Delaware Registered Agent is a person or company designated to receive legal documents and state correspondence on behalf of the LLC. Per 8 Del. C. § 132, the agent must maintain a physical Delaware address and be available during normal business hours. Non-resident founders cannot serve as their own Registered Agent.
Primary sources cited
- Delaware Certificate of Formation filing fee is $110. corp.delaware.gov fee schedule 2026
- Delaware LLCs pay a flat $300 annual franchise tax due June 1, regardless of revenue or member count. Delaware Code Title 6 § 18-1107(b)
- Delaware does not require LLCs to file an annual report. Only the $300 flat franchise tax applies. Delaware Corporations must file both an annual report and franchise tax. 8 Del. C. § 502 (Corp), 6 Del. C. § 18-1107 (LLC)
- The Delaware Limited Liability Company Act is codified at 6 Del. C. Chapter 18, sections 18-101 to 18-1109. Delaware Limited Liability Company Act, 6 Del. C. ch. 18
Related resources
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