How to Get a North Carolina Certificate of Good Standing

To get a North Carolina certificate of good standing, order what the state officially calls a Certificate of Existence from the Secretary of State. The online fee is $10 plus a $3 electronic filing surcharge, and certificates are usually delivered within one business day. The document confirms your entity was properly formed, has kept its filings current, and has not been dissolved or revoked.1North Carolina General Assembly. North Carolina Code 57D-1-24 – Certificate of Existence; Certificate of Authorization

What North Carolina Actually Issues

North Carolina statutes do not use the phrase “good standing.” The official document is a Certificate of Existence for domestic entities and a Certificate of Authorization for foreign entities registered to do business in the state. Anyone can request one for any entity on file with the Secretary of State.1North Carolina General Assembly. North Carolina Code 57D-1-24 – Certificate of Existence; Certificate of Authorization

The certificate lists the entity’s legal name, confirms it was duly formed, and states whether the entity is in existence as of the date issued. You can also ask that additional facts from the record be included.1North Carolina General Assembly. North Carolina Code 57D-1-24 – Certificate of Existence; Certificate of Authorization

One thing trips people up. North Carolina also issues a separate Letter of Good Standing through the Department of Revenue, which confirms your tax accounts are current. Banks and other states sometimes want the Secretary of State certificate, the Revenue letter, or both. Confirm which document the requesting party actually needs before you order.

When You Will Need One

Common situations include:

  • Opening a business bank account or applying for a loan, where the bank verifies your entity exists and has not been dissolved.
  • Registering to do business in another state. The foreign qualification filing almost always requires a certificate from your home state.
  • Selling or acquiring a business, where the buyer’s counsel will ask for it during due diligence.
  • Government contracts and professional licensing, where some agencies and boards require current proof before issuing a contract or license.

Requesting parties often want a certificate dated within the last 30 to 60 days, so ordering one months in advance and filing it away rarely works. Order it close to when you need it.

Confirm Your Entity Is Active Before Ordering

The Secretary of State will not issue a Certificate of Existence for an entity that has been administratively dissolved or suspended. Before you pay, look up your entity on the Business Registration search page at sosnc.gov and check its status. Three things need to be current: annual reports, the registered agent designation, and any required fees.

Annual Report Deadlines

LLCs must file an annual report by April 15 each year, starting the year after formation.2North Carolina General Assembly. North Carolina Code 57D-2-24 – Annual Report Corporations file by the 15th day of the fourth month after the close of their fiscal year, which is April 15 for a calendar-year corporation and October 15 for one with a June 30 year-end.3North Carolina General Assembly. North Carolina Code 55-16-22 – Annual Report

Missing the annual report is the single most common reason a North Carolina entity falls out of good standing.

Registered Agent

Every entity must continuously maintain a registered agent with a physical street address in North Carolina. If your agent resigns or moves and the record is not updated, that alone can put the entity at risk of losing active status.

Have the Right Information Ready

You need the exact legal name of your entity as it appears on file. A small mismatch, such as “LLC” versus “L.L.C.,” can cause a search to fail. The Secretary of State ID number makes the lookup faster, though you can also search by name.

How to Order Online

The fastest method is through the Secretary of State’s website at sosnc.gov. Search for your entity by name or ID number, select the option to order a Certificate of Existence, add it to your cart, and pay the $10 certificate fee plus the $3 online filing surcharge. Certificates ordered online are typically delivered electronically within one business day. If you need a physical copy, you can print the electronic version or request a mailed copy and allow additional time for postal delivery.

Expedited Processing

Two expedited options are available on top of the standard certificate fee:

  • 24-hour processing for $100 additional, excluding weekends and holidays.
  • Same-day processing for $200 additional, provided the request is received by noon on a business day.

The Secretary of State must inform you of the expedited fee before processing the request.4North Carolina General Assembly. North Carolina Code 55D-11 – Expedited Filings For routine needs, the standard one-business-day online turnaround is fast enough. Expedited is worth the cost when a deal is closing or a filing deadline is hours away.

Ordering by Mail

You can also mail a written request to the Business Registration Division at the Secretary of State’s office. Include the entity’s legal name, ID number, and a check or money order for the filing fee. Mail requests take longer, so plan ahead.

If Your Entity Is Not in Good Standing

When an entity falls behind on annual reports or otherwise fails to meet its obligations, the Secretary of State mails a notice identifying the problem. You have 60 days to fix it. If you do not, the Secretary of State will administratively dissolve the entity by signing a certificate of dissolution.5North Carolina General Assembly. North Carolina Code 57D-6-06 – Administrative Dissolution

A dissolved entity generally cannot bring lawsuits in North Carolina courts, which can cost you the ability to enforce contracts at the worst possible time. Banks and business partners may also refuse to work with a dissolved entity.

Reinstatement

To restore an administratively dissolved entity, apply to the Secretary of State for reinstatement. The application must state that the grounds for dissolution either did not exist or have been eliminated, which in practice means filing all overdue annual reports and paying any outstanding fees or penalties.6Justia Law. North Carolina Code 55-14-22 – Reinstatement Following Administrative Dissolution

One catch surprises people. If another entity registered your business name while yours was dissolved, you cannot get it back. You will need to choose a new name before the Secretary of State issues a reinstatement certificate.7North Carolina General Assembly. North Carolina Code 57D-6-06 – Administrative Dissolution Once reinstatement takes effect, it relates back to the date of dissolution and the entity is treated as if there had been no gap.6Justia Law. North Carolina Code 55-14-22 – Reinstatement Following Administrative Dissolution

Using the Certificate Outside the United States

If a business or government agency in another country needs the certificate, you will likely need an apostille. An apostille is a form of authentication recognized by countries that are members of the 1961 Hague Convention. Because the Certificate of Existence is a state document, the apostille comes from the North Carolina Secretary of State, not the U.S. Department of State.8USAGov. Authenticate an Official Document for Use Outside the U.S.

The apostille fee is $10 per document, and you can request it at the same time you order the certificate or submit it separately. If the destination country is not a Hague Convention member, a different authentication may be required through the U.S. Department of State. Confirm with the receiving party or the foreign country’s embassy before paying for the wrong type of certification.