How to Obtain a Certificate of Good Standing in Texas

To get what’s commonly called a certificate of good standing in Texas, order a Certificate of Fact – Status from the Texas Secretary of State for $15 per certificate.¹ It’s the document banks, lenders, and other states ask for when they want proof your business entity legally exists and is authorized to transact business in Texas. The fastest way to get it is online through SOSDirect, with delivery typically about two hours after you place the order.²

Make Sure You’re Requesting the Right Certificate

Texas has two certificates that people loosely call a “certificate of good standing,” and requesting the wrong one wastes time. The Secretary of State issues the Certificate of Fact – Status, which confirms your entity’s legal existence, current name, formation date, and whether it’s active or forfeited.³ This is what almost every third party actually wants.

The Texas Comptroller of Public Accounts issues a separate Certificate of Account Status, which addresses only your franchise tax standing. The Comptroller requires this second certificate when an entity is terminating its existence with the Secretary of State, not for routine business transactions.⁴ If a bank or lender asks for a “certificate of good standing,” they almost certainly mean the Secretary of State’s Certificate of Fact – Status.

What Your Entity Must Have in Place First

The Secretary of State will not issue the certificate if your entity has fallen out of compliance. Three obligations matter most.

Franchise Tax and Information Reports

Every taxable entity formed or doing business in Texas owes an annual franchise tax report, due May 15 each year.⁵ Even if annualized total revenue falls at or below the no-tax-due threshold of $2,650,000 (for reports due on or after January 1, 2026), you still must file a Public Information Report or Ownership Information Report by the same deadline.⁶ Missing these filings is one of the most common reasons entities lose their standing.

Registered Agent and Office

Texas law requires every domestic and foreign filing entity to continuously maintain a registered agent and a registered office with a physical street address in the state.⁷ Failing to maintain both can result in involuntary termination of a domestic entity or revocation of a foreign entity’s registration.⁸

No Outstanding Taxes, Fees, or Forfeitures

All required state taxes and fees must be current. The Comptroller can forfeit an entity’s charter or registration for failing to file a report, failing to pay a tax, or failing to pay a penalty.⁹ A forfeited entity cannot receive a Certificate of Fact – Status until it goes through reinstatement.

Information to Have Ready

Exact legal name as registered with the Secretary of State, not a trade name or DBA.
SOS File Number (also called the Entity ID), a 6- to 10-digit number on your formation documents or searchable through SOSDirect.¹⁰
Entity type: LLC, corporation, limited partnership, nonprofit, or other classification.
Requestor contact details and how you want the certificate delivered.

How to Order

Online Through SOSDirect

SOSDirect is the Secretary of State’s online filing portal and the fastest route. After creating and funding an account (credit cards and prepaid deposits are accepted), go to the Business Organizations section, select Order – Certificates and Copies, and choose Certificate of Fact – Status. You can enter your SOS File Number directly or search by entity name.²

About two hours after submission, the system sends two emails. The first confirms the order is ready to view. The second contains the certificate itself.²

By Email, Mail, or In Person

If SOSDirect isn’t a fit, the Secretary of State accepts requests three other ways:³

Email to corpcert@sos.texas.gov.
Mail with the applicable fee to Certifying Team, Secretary of State, P.O. Box 13697, Austin, Texas 78711-3697.
In person at 400 W. 15th Street, Austin, Texas. Lobby hours are 8:30 a.m. to 5:00 p.m., Monday through Friday.

Regular processing outside SOSDirect takes about one business day. Expedited handling cuts that to roughly two hours and costs an additional $10 per certificate.¹¹ Timelines can stretch during peak filing season around the May 15 franchise tax deadline.

Fees

The base fee is $15 per certificate whether you order online, by mail, or in person.¹ Add $10 for expedited handling on non-SOSDirect orders.¹¹

What the Certificate Looks Like and How to Verify One

The Certificate of Fact – Status is a one-page document bearing the state seal and the Secretary of State’s authorized signature. It lists the entity’s current legal name, date of formation or registration, and a statement of the entity’s status.² Anyone who receives one can verify its authenticity through SOSDirect’s Certificate Verification service using the verification number printed on the document. Banks and business partners often use this to independently confirm a certificate is real and current.

If Your Entity Is Not in Good Standing

Being denied a certificate is often the smaller problem. Forfeiture for missed franchise tax filings or unpaid taxes triggers two serious consequences under Texas law.

Loss of the Right to Sue

A forfeited entity loses the right to sue or defend itself in Texas courts.⁹ If a customer stops paying, a vendor breaches a contract, or someone infringes your intellectual property, you cannot pursue the claim until you reinstate. Lawsuits pending at the time of forfeiture cannot produce a judgment in the entity’s favor until its privileges are revived.

Personal Liability for Directors and Officers

Each director and officer of a forfeited entity becomes personally liable for debts the entity creates or incurs after the forfeiture date, on the same footing as general partners without liability protection.⁹ Reinstating the entity later does not erase personal liability that accrued during the gap.

How to Reinstate a Forfeited Entity

Reinstatement runs through two agencies in sequence: the Comptroller first, then the Secretary of State. A reinstated entity is treated as having continued in existence without interruption from the forfeiture date, though the personal liability that accrued during the gap remains.¹²

Step 1: Clear the Comptroller

File all outstanding franchise tax reports and any required Public Information or Ownership Information Reports. Pay all taxes, penalties, and interest. Once current, submit Form 05-391 (Tax Clearance Letter Request for Reinstatement) to the Comptroller by mail or through Webfile.¹³

Step 2: File the Reinstatement With the Secretary of State

After the Comptroller issues Tax Clearance Letter Form 05-377, submit it to the Secretary of State with the applicable reinstatement form and a $75 filing fee. Nonprofit corporations are exempt from the reinstatement fee.¹⁴ Once reinstatement is processed, you can order the Certificate of Fact – Status the normal way.

Using the Certificate Outside the United States

A Certificate of Fact – Status intended for use in a foreign country may need an apostille, an authentication confirming the certificate was legitimately issued by a Texas state official. Countries in the Hague Apostille Convention accept apostilled documents directly; countries outside the convention may require a different authentication process. The Texas Secretary of State handles apostille requests, and documents must be properly notarized before submission.¹⁵ Apostille fees and processing timelines vary by document type, so contact the Secretary of State’s office for current figures.

1
Texas Secretary of State. Business Filings and Trademarks Fee Schedule
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Office of the Texas Secretary of State. Instructions for Ordering Copies and Certificates Using SOSDirect
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Office of the Texas Secretary of State. Copies and Certificates
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Texas Comptroller of Public Accounts. Requesting Tax Certificates and Tax Clearance Letters
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Texas Comptroller of Public Accounts. Franchise Tax
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Texas Comptroller of Public Accounts. PIR and OIR Filing Requirements
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State of Texas. Texas Business Organizations Code 5-201 – Designation and Maintenance of Registered Agent and Registered Office
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Office of the Texas Secretary of State. Registered Agents FAQs
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State of Texas. Texas Tax Code 171 – Franchise Tax
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Texas Comptroller of Public Accounts. Franchise Tax Account Status Search
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Office of the Texas Secretary of State. Filing and Other General FAQs
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State of Texas. Texas Business Organizations Code 11-254 – Reinstatement of Certificate of Formation Following Tax Forfeiture
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Texas Comptroller of Public Accounts. Reinstating or Terminating a Business
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Office of the Texas Secretary of State. Instructions for Reinstatement
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Office of the Texas Secretary of State. Authentications Information