US compliance guide

Delaware certificate of good standing: the one-page proof everyone asks for

Banks, investors, other states and even your Indian bank may ask for it. If your company isn’t in good standing, you can’t get one — and that usually surfaces at the worst possible moment.

What it is

A certificate of good standing (Delaware also calls the short version a certificate of status) is issued by the Delaware Division of Corporations. It confirms that your company legally exists and is in good standing with the State — broadly, that its annual reports have been filed, its franchise or annual taxes are paid, and it has a registered agent.

Who asks for it

  • Banks and payment providers — when opening or reviewing accounts. See US bank account from India.
  • Investors and acquirers — at closing, and in due diligence.
  • Other states — when you register the company there. See foreign qualification.
  • Enterprise customers and government agencies — during vendor onboarding.
  • Indian counterparties — your AD bank, or an Indian company dealing with its US parent or subsidiary, may ask for evidence the US entity is in existence.

Most recipients want a recently issued certificate — often dated within the last month or two — so order it close to when you need it.

Short form vs long form

Short form (certificate of status)Long form
ConfirmsName, entity type and that it is in good standingThe same, plus the history of documents filed — formation, amendments, mergers
Typical useBanks, most investors, routine requestsLarger transactions, some foreign-state or foreign-country requirements

Delaware revised many of its filing and certificate fees from 1 August 2026 — check the current fee when you order.

How to get one

  1. Check you’re current: annual report and franchise tax filed and paid for corporations (1 March), or the annual LLC tax paid (1 June) — see the franchise tax guide.
  2. Order it through the Delaware Division of Corporations’ online certificate service, or through your registered agent, who can usually request it for you.
  3. Receive a PDF with a certificate number that the recipient can validate with Delaware.

If you’re not in good standing

  • Unpaid taxes or missing reports: file the outstanding annual reports and pay the tax, the $200 late penalty and interest.
  • Registered agent resigned: appoint a new one — the company can lose its charter if this isn’t fixed within 30 days of the resignation.
  • Charter already void or cancelled: a revival or reinstatement filing is needed, which costs more and takes longer.

Good standing lapses quietly — put the dates on your compliance calendar.

Using it in India: apostille

India is a party to the Hague Apostille Convention (since 2005). A Delaware public document — such as a certificate of good standing or a certified copy of your certificate of incorporation — can be apostilled by the Delaware Secretary of State, and an apostilled document is accepted in India without further embassy legalisation. Ask for the apostille at the same time as the certificate if it’s going to an Indian bank, court or authority.

Frequently asked questions

What is a Delaware certificate of good standing?
A certificate issued by the Delaware Division of Corporations confirming that a company exists and is in good standing — broadly that its annual reports are filed, its taxes paid and it has a registered agent.
What is the difference between the short form and long form?
The short form (certificate of status) confirms the company's name, type and good standing; the long form also lists the history of documents filed, such as formation and amendments.
Why can't I get a certificate of good standing?
Usually because franchise or annual taxes are unpaid, annual reports are missing, or the registered agent has resigned. Once these are fixed — or the company is revived if its charter was voided — Delaware can issue the certificate.
How do I use a Delaware certificate in India?
Obtain an apostille from the Delaware Secretary of State. India is a party to the Hague Apostille Convention, so an apostilled Delaware document is accepted without further legalisation.

Please note: this guide is general information based on the rules as they stood on the review date above. Regulations and RBI/CBDT procedures change often — please get advice on your specific facts before acting.

Next step

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