Substituting one thing for another when cooking can sometimes yield, shall we say, unusual results, especially for the novice cook. My daughter learned this the hard way when she and her friend, both very new to baking, decided that they would make a fruit pie. Since there was no pie filling in the cupboard, they decided to substitute. After carefully kneading the pie dough, (thus ensuring a lovely shoe leather texture) they dumped a can of fruit cocktail into the rolled out crust and popped it in the oven, mouths watering at the tasty treat to come. Needless to say, they were quite disappointed by the results of their efforts, although the story has at least provided a good many laughs over the years. Of course, not all substitutions turn out badly and not all are in the world of cooking.
In the world of business law, the requirement for a “long form Good Standing Certificate” is one where substitutions are an absolute necessity since not all states offer this type of certificate. A long form Good Standing Certificate provides certified evidence in two key areas:
- It certifies that the company in question has properly registered its existence and fulfilled any reporting requirements mandated by the corporate registry in the issuing state. In some states, such as Delaware and Tennessee, the company must also be current in its franchise tax obligations for a certificate to be issued.
- It provides a history of the documents filed by the company, including formation or initial registration, amendments, mergers, etc.
A long form good standing is good means to verify that the certified copies of all the charter documents of a company are complete, so that the attorney managing an acquisition or financial transaction can be assured they have a complete legal history of the company.
So what can be done if the state where the company is formed or registered does not offer a long form good standing?
- Obtain a Listing Certificate and a Good Standing: In some states, a Listing Certificate (sometimes called a certified abstract), which lists all documents on file for a company is available. These listings typically don’t indicate the status of the company, so two documents need to be obtained to do the job of the long form Good Standing.
- Obtain a Certificate of Fact: Some states offer a “Certificate of Fact”, which provides more information than a long form Good Standing. Certificates of fact provide information on status, officers on record and documents filed.
- Obtain an online filing history to accompany the Good Standing: Some states provide a listing of the documents filed on their websites, these listings, while not certified, can help to ensure that the certified copies are complete.
- Rely on the certification that accompanies the certified copies: In cases where the filing history cannot be obtained online and a listing certificate is not available, another option is to rely on the certification page provided by the Secretary of State with certified copies, indicating that the attached are true copies of all documents filed by the company. (Note that not all states provide this sort of certification.)
Obtaining a long form Good Standing Certificate is a little more complicated than the standard “short form”, as not all states offer a certificate that provides both history and status. The certificates that can be used in place of a long form are not always readily available online and knowing what to ask for can be an important factor in ensuring you get what you need. Our chart below can help you to see what is available where, but sometimes it’s best to work with a knowledgeable service company to conduct this type of due diligence for an important transaction.
So… While substitution can sometimes be a bad thing and should be avoided, in the world of Good Standing Certificates, it is often a necessity!
|State||Long Form Available?||Notes and Alternatives|
|Arizona||No||Listing Certificate and Short Form Good Standing|
|California||No||Listing Certificate and Short Form Good Standing|
|Colorado||No||Online Filing History and Short Form Good Standing|
|Connecticut||Yes||Only for Domestic entities|
|District of Columbia||Yes|
|Georgia||Yes||Only for Domestic entities. They are called Certificates of Entity History|
|Hawaii||Yes||Only for Domestic entities|
|Maine||Yes||Only for Domestic entities|
|Maryland||Yes||Only for Domestic entities|
|Mississippi||Yes||Certificate of Fact: documents are on file, list of officers, status and registered agent|
|Montana||Yes||Certificate of Fact: documents are on file, list of officers, status and any other information on file|
|New Mexico||Yes||Long forms cannot be obtained for limited partnerships|
|Pennsylvania||No||Substance Certificate and Index and Docketing Certified Report|
|Virginia||Yes||Only for Domestic entities|
|Wyoming||No||Short Form Good Standing with Filing History|
This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.