A New York Certificate of Status is official proof from the New York Department of State that your corporation, LLC, or other registered entity is authorized to operate and in active standing. The Department of State issues the document — also called a Certificate of Good Standing or Certificate of Existence — for a $25 fee, and you request it by sending a written letter or fax to the Division of Corporations. Banks, licensing boards, other states, and buyers routinely ask for a recent copy before they’ll move forward with you.
When You’ll Be Asked for One
You don’t need a certificate on hand at all times. You order a fresh one when a specific transaction calls for it. The common triggers:
- Applying for a business loan or line of credit. Lenders use the certificate to confirm the entity hasn’t been dissolved or suspended. Most want one dated within the prior 60 to 90 days.
- Registering to do business in another state. Nearly every state’s foreign qualification process requires a recent Certificate of Status from your home state.
- Selling the business. Buyers and their attorneys review the certificate during due diligence to confirm there are no delinquent filings or involuntary dissolution issues.
- Professional licensing. Some state boards require the certificate as part of a new application or renewal, particularly in regulated industries.
- Major contracts and commercial leases. Landlords and long-term business partners may ask to see one before signing.
File Your Biennial Statement First
Before you order a certificate, confirm your biennial statement is current. New York requires every domestic and foreign business corporation and LLC to file a biennial statement with the Department of State every two years, during the calendar month in which the entity was originally formed or authorized. The filing fee is $9.1Department of State. Biennial Statements for Business Corporations and Limited Liability Companies
Miss the filing and the state’s records will show your entity as past due. Any Certificate of Status you order will reflect that status, and a flagged certificate can block a loan closing, a foreign registration, or a sale — which defeats the point of ordering it.2Department of State. FAQs – Corporations and Business Entities
You can file the biennial statement through the Department of State’s online e-Statement Filing Service using the entity’s exact name and DOS ID number.1Department of State. Biennial Statements for Business Corporations and Limited Liability Companies
What to Have Ready
Pull the following together before you draft the request:
- The exact legal name of the entity, matching the Department of State’s records down to punctuation and the “Inc.” or “LLC” suffix. A small mismatch can delay processing.
- Your DOS ID number, the unique identifier the state assigns to every registered entity. If you don’t have it, look it up on the Department of State’s online entity search, or supply the exact date the entity was formed or authorized.2Department of State. FAQs – Corporations and Business Entities
- Whether you want routine or expedited processing.
- The mailing address where the certificate should be sent.
How to Submit the Request
You can’t order a Certificate of Status online or by phone. You submit a written request by mail or by fax, and there is no official form for the request itself.3Department of State. Certificate of Status
By Mail
Write a letter stating that you’re requesting a Certificate of Status. Include the exact entity name, the DOS ID number (or formation date), the processing speed you want, and the mailing address for delivery. Enclose a check or money order for $25 payable to the “NYS Department of State.”2Department of State. FAQs – Corporations and Business Entities Send it to:
New York State Department of State, Division of Corporations, State Records and UCC
One Commerce Plaza, 99 Washington Avenue
Albany, NY 122313Department of State. Certificate of Status
Routine mail processing generally takes one to two weeks, depending on the Division’s volume.
By Fax
For faster turnaround, fax your written request to the Division of Corporations at (518) 473-1654. Fax requests must be paid by credit or debit card. Download the Credit Card/Debit Card Authorization Form from the Department of State’s website, complete and sign it, and fax it with your written request.3Department of State. Certificate of Status
Fees and Expedited Options
The base fee is $25.4New York State Senate. New York Executive Law EXC 96 – Fees and Refunds If you’re working against a deadline, three expedited tiers are available for an additional fee on top of the $25:
- 24-hour processing: additional $25, for a total of $50.
- Same-day processing: additional $75, for a total of $100.
- Two-hour processing: additional $150, for a total of $175.5Department of State. Copies of Corporation or Business Entity Documents
Faxing the request with an expedited tier is the fastest route when a loan closing or out-of-state filing is on a tight clock.
How Current the Certificate Needs to Be
The certificate itself carries no expiration date; it confirms standing as of the date it was issued. In practice, most banks, licensing boards, and state agencies will accept one that’s no more than 60 to 90 days old. Ask the party requesting it what date range they’ll accept before you order, so you don’t pay for a second copy.
Entity Types That Don’t Get a Certificate
The Department of State doesn’t issue Certificates of Status for sole proprietorships or general partnerships operating under a trade name (a “doing business as” or DBA). Those businesses register with the county clerk’s office where they operate, not with the Division of Corporations.6NYC Business. Business Certificate for Sole Proprietorships and General Partnerships If a lender asks a sole proprietor for a Certificate of Status, the requesting party may accept the county-filed business certificate instead.
A Certificate of Status is also not the same thing as a tax clearance from the New York Department of Taxation and Finance. The Department of State certificate confirms your entity is in active standing on the corporate filing records; a tax clearance confirms your tax obligations are met. Some transactions — business sales and dissolutions in particular — require both.
If Your Corporation Was Dissolved by Proclamation
If your corporation was dissolved by proclamation for failing to pay taxes, you won’t be able to get a clean certificate until you reinstate it. New York Tax Law §203-a sets out a two-step process.7New York State Senate. New York Tax Law 203-A – Dissolution of Delinquent Business Corporations
Clear the Tax Side
Contact the Department of Taxation and Finance’s Corporate Tax Information Center to find out what’s outstanding. You’ll need to file every delinquent return, including returns for periods after the dissolution, and pay the back taxes, penalties, and interest. Once the account is current, the Tax Department issues a Certificate of Consent — Form TR-56 for New York corporations, Form TR-57 for foreign corporations.
File with the Department of State
Submit the Certificate of Consent to the Department of State with the reinstatement fee. The base fee is $50. If you file more than three months after the proclamation was published, the Department of State also collects an additional amount based on the corporation’s authorized share structure. Once reinstated, your corporation regains the same powers, rights, and obligations it held before the proclamation, as if it had never been published.7New York State Senate. New York Tax Law 203-A – Dissolution of Delinquent Business Corporations After that, you can request a Certificate of Status the ordinary way.