How to Get a Certificate of Good Standing in Texas

To get what people call a certificate of good standing in Texas, order a Certificate of Fact – Status from the Secretary of State through the SOSDirect online portal for $15. Texas doesn’t actually issue a document with the words “good standing” on it, but this certificate is what banks, lenders, and other states are asking for when they use that phrase. It confirms your entity exists, is registered with the state, and is authorized to transact business.

Which Certificate You Actually Need

Two different Texas certificates get called “good standing,” and the Secretary of State’s own website notes that the two are “often confused.”1Office of the Texas Secretary of State. Copies and Certificates Grabbing the wrong one will cost you time.

The Certificate of Fact – Status comes from the Secretary of State. It confirms that your entity legally exists (or, if formed elsewhere, is registered to do business in Texas) and shows the entity’s current legal name and date of formation or registration.1Office of the Texas Secretary of State. Copies and Certificates This is the document most banks and other states want.

The Certificate of Account Status comes from the Texas Comptroller of Public Accounts, a separate agency. The Comptroller’s office used to label this document a “certificate of good standing,” which is where much of the confusion started. It reflects whether your entity is current on franchise tax obligations.2Texas Comptroller of Public Accounts. Franchise Tax Account Status You can check your franchise tax account status for free through the Comptroller’s online search tool.3Texas Comptroller. Franchise Tax Account Status Search

If the requesting party isn’t specific, ask. In most financing, registration, and contract situations, they want the Secretary of State’s Certificate of Fact – Status. If you’re reinstating a forfeited entity or terminating one, you’ll need a specific certificate from the Comptroller too.

What to Have Ready Before You Order

Gather three pieces of information before starting the order:

  • The entity’s exact legal name as it appears on file with the Secretary of State, not a trade name or DBA.
  • The Secretary of State file number assigned when your entity was formed or registered.
  • The entity type (corporation, LLC, limited partnership, or other).

If you’re unsure of any of these, run a search on SOSDirect first. The results show the exact name, file number, entity type, and formation date the state has on record.4Office of the Texas Secretary of State. Filing Options

Ordering Online Through SOSDirect

The online route is by far the fastest option and available 24/7. The steps:

  • Log in to a SOSDirect account, or create a temporary account with basic contact information.
  • From the menu, click “Order – Certificates and Copies.” Under Order Type, choose “Certificate of Fact.” Under Fact Type, choose “Status.”5Office of the Texas Secretary of State. Instructions for Ordering Copies and Certificates from SOSDirect
  • Enter your Secretary of State file number, or search by entity name.
  • Pay the $15 fee. Add $10 if you want expedited processing. SOSDirect accepts American Express, Discover, MasterCard, and Visa. Credit card payments carry a statutory convenience fee of 2.7% of the total charged.6Texas Secretary of State. Business Filings and Trademarks Fee Schedule4Office of the Texas Secretary of State. Filing Options

After you submit the order, the system sends two emails roughly two hours later. The first confirms your order is ready to view; the second is a transaction receipt. The certificate arrives as a downloadable PDF.5Office of the Texas Secretary of State. Instructions for Ordering Copies and Certificates from SOSDirect Check your spam folder if the emails don’t arrive.

Ordering by Mail, Email, or Phone

If you’d rather not use SOSDirect, three other channels work:

  • Mail your request to the Certifying Team, Secretary of State, P.O. Box 13697, Austin, Texas 78711-3697. Include the entity name, file number, and a check payable to the Secretary of State.1Office of the Texas Secretary of State. Copies and Certificates
  • Email the request to corpcert@sos.texas.gov.1Office of the Texas Secretary of State. Copies and Certificates
  • Call (512) 463-5578 to request one over the phone.

Mail requests take longer because of postal transit and manual processing: figure on one to several business days of processing plus delivery. If you’re up against a deadline, use SOSDirect.

What the Certificate Looks Like and How Long It Stays Fresh

The Certificate of Fact – Status is a straightforward one-page document. It states your entity’s current status (active, forfeited, and so on), the legal name on file, and the date of formation or registration.1Office of the Texas Secretary of State. Copies and Certificates It carries the State Seal of Texas and an authentication code recipients can use to verify it.

The certificate is a snapshot on the date of issuance, not an ongoing guarantee. Many banks and state agencies will only accept a certificate issued within the last 30 to 90 days, so order close to when you need it rather than stockpiling copies.

If You Can’t Get One: Forfeiture and Reinstatement

Your entity can receive a Certificate of Fact – Status showing active status only if it exists on file with the Secretary of State and has not been forfeited or terminated. Texas imposes a franchise tax on most business entities, including corporations, LLCs, and partnerships, and even entities that owe no tax must still file a franchise tax report each year.7Texas Comptroller of Public Accounts. Franchise Tax Skip a filing or leave a balance unpaid, and after 45 days’ notice the Comptroller can forfeit your right to transact business.8State of Texas. Texas Tax Code Chapter 171 – Franchise Tax

A forfeited entity can’t legally transact business in Texas, can’t reliably enforce contracts, and can’t get a Certificate of Fact – Status showing active status. The exposure that catches owners off guard is personal. Under the Texas Business Organizations Code, reinstating your certificate of formation after a tax forfeiture does not retroactively shield officers, directors, or managers from personal liability for actions taken during the forfeiture period.9State of Texas. Texas Business Organizations Code Chapter 11 – Winding Up and Termination of Domestic Entity The liability protection you formed the entity to get disappears during the gap, and reinstating later doesn’t fix that.

Reinstatement runs through two agencies in a specific order. You cannot go straight to the Secretary of State.10Texas Comptroller of Public Accounts. Reinstating or Terminating a Business Start with the Comptroller:

  • File every overdue Annual Franchise Tax Report and Public or Ownership Information Report.
  • Pay all back taxes, penalties, and interest.
  • Submit Form 05-391 (Tax Clearance Letter Request for Reinstatement) by mail or through the Comptroller’s Webfile system.

Once the Comptroller issues the Tax Clearance Letter (Form 05-377), take it to the Secretary of State:

  • Submit the Tax Clearance Letter along with the Secretary of State’s reinstatement forms.
  • Pay the SOS filing fees through SOSDirect or SOSUpload.

After the Secretary of State processes the reinstatement, your entity is treated as having continued in existence without interruption from the date of the original forfeiture.9State of Texas. Texas Business Organizations Code Chapter 11 – Winding Up and Termination of Domestic Entity That legal continuity helps with contracts, but it does not erase the personal liability that may have attached during the gap. Once reinstated, you can order a fresh Certificate of Fact – Status showing active status through SOSDirect.

If your entity was terminated for a reason other than franchise tax, the reinstatement rules are different. Call the Secretary of State at (512) 463-5555 for guidance on that situation.