Delaware LLCs file no annual report, so nothing arrives to warn you before the certificate is refused.

The Bottom Line for Delaware LLCs

Delaware will not issue this to an LLC whose annual tax is unpaid, and the statute says so in terms. The document itself comes back on paper rather than by email.

Owners are caught here by the absence of a reminder rather than by a rule they misread. Delaware LLCs file no annual report at all, which is the Division's own statement, so no yearly filing arrives to prompt anyone about anything. What does run is the annual tax under the LLC act, and the statute is blunt about the consequence. A company that fails to pay ceases to be in good standing, and the Secretary of State shall not issue a certificate of good standing until the company has been restored. That tax is not a revenue department matter settled somewhere else. It is collected by the Division of Corporations, which is the same office you are asking for the certificate.

What Delaware Actually Calls It

Delaware calls it a Certificate of Good Standing, issued by Delaware Division of Corporations, Delaware Department of State.

The short form certificate of status includes the name of the entity and the status at the time the certificate is issued. The long form certificate of good standing states all documents that have been filed, including the dates and times and any name changes that occurred, along with the status at the time the certificate is issued.

Delaware also uses Certificate of Status, Good Standing Short form, Good Standing Long form, Long Form Listing for documents in this family.

Why You Need One

Delaware's version of this request is distinctive because so many Delaware LLCs operate somewhere else entirely. The commonest trigger by a distance is registering as a foreign LLC in the state where the business actually works, and that state's filing office wants Delaware's word before it will process anything. Financings come next. Lenders and investors ask at closing, and their counsel often specifies the version listing the entity's filings rather than the bare status line, because they are checking the chain of documents as much as the status. Acquirers ask in diligence, banks ask at underwriting, and landlords and customers ask rarely.

What It Costs in Delaware

Delaware charges $50 for the Certificate of Good Standing. A Good Standing Long form costs $175.

Where this fee comes from: "The fee is $50.00 per certificate for a short form certificate of status (includes the name of the entity and the status at the time the certificate is issued) or $175.00 for a Long Form certificate of Good Standing (states all documents that have been filed, including the dates and times and any name changes that occurred along with the status at the time the certificate is issued)." The Division of Corporations Fee Schedule revised August 1, 2026 prints the same figures: "Good Standing Short form: All Entities Domestic and Foreign $50.00 (per certificate)" and "Good Standing Long form: All Entities Domestic $175.00 (per certificate)".

How to Order It

You can order the Certificate of Good Standing online and by mail.

Returned by mail or courier; same day and 24 hour expedited tiers are priced.

Order it on the Delaware site

Online submission only. The Division states the service "does not provide for direct online filing or retrieval of business entity documents and certificates" and "does not calculate fees", and the certificate itself comes back by mail or courier.

Two things surprise first-time requesters. The Division takes the order online but returns the certificate physically, by first class mail unless you put a courier account number on the request, and it will not send one back by fax or email at all. Build the postal leg into your timetable, because the expedited tiers buy processing speed and do nothing about the post. Second, the request service will not price the order for you, so you total it yourself, and a request that arrives short is a request that waits. If all you need is to see where you stand rather than to certify it, run the Division's status lookup before you spend anything. It is not the certified document and no counterparty will accept it as one. The mail route also remains open: a written request on your company letterhead, or the Division's certification request memo, both work.

1. 1

   Confirm the annual tax is paid and posted

   This is the gate the statute names. Check it before you spend anything on a certificate, because an unpaid year means the order cannot produce one.

2. 2

   Decide which version the requester actually needs

   One version gives the name and the current status. The other lists what has been filed, when, and any name changes along the way. Lenders' counsel usually want the second. A bank opening an account usually does not.

3. 3

   Total the order yourself before you submit it

   The request service does not calculate what you owe. Add the certificate and any expedited handling, then check the arithmetic, because nothing in the process will do it for you.

4. 4

   Say how it should come back

   Delivery is by post unless you put a courier account number on the request. If the date matters, supply one, since paying for faster processing does nothing about the mail.

5. 5

   Submit online or send it in writing

   The Division's request service takes the order online. The alternative is a written request on company letterhead or the Division's certification request memo. Neither path returns anything electronically.

6. 6

   Read the certificate before you forward it

   Check the entity name and the status line against what the requester asked for. If they wanted the filing history and you are holding the short version, you will be ordering again.

What Puts You Out of Standing in Delaware

Delaware imposes no annual report on LLCs, so a missed report is not what puts one out of standing here. No separate tax clearance from a revenue agency is part of it.

There is no separate revenue agency clearance, but the annual LLC tax is a hard gate and it is collected by the Division of Corporations itself. 6 Del. C. section 18-1107(b) sets the tax at $400 per year, due June 1. Section 18-1107(h) provides that a company that fails to pay "shall cease to be in good standing", and section 18-1107(k) provides that the Secretary of State "shall not issue any certificate of good standing" until the company is restored.

Delaware sells a $10 and a $20 online status lookup that is not a certificate. The Division warns: "requesting an online status will NOT generate an official certificate of good standing" and "this is not a good standing certificate, certified by the Secretary of State."

The trigger is the annual tax and its effect reaches further than a refused certificate. The statute stops the Secretary of State from accepting any certificate for filing for a company that has neglected, refused or failed to pay, and stops it separately from issuing a certificate of good standing, in both cases until the company is restored. So an unpaid balance freezes the amendment, the merger or the qualification you were trying to push through at the same moment it blocks the paper meant to prove you were fine. Restoration is the fix and the sequence is unforgiving: pay, let the payment post to the Division's records, then order. The certificate order does nothing to the balance.

How Long It Stays Good in Delaware

Delaware publishes nothing about how long the Certificate of Good Standing stays current. Whoever asked you for it does: banks, lenders and other states' filing offices each set their own recency rule, and that window is theirs, not Delaware's. Ask what it is, and order the certificate once you know.

Delaware publishes nothing about how long the certificate stays current, and the document itself speaks only to the status at the moment it was issued. In practice the timing problem here is not shelf life, it is the post. A counterparty that wants one dated inside a window is really setting a deadline for the day the certificate is created, so count backwards from their date and add the days the envelope will take. If a closing slips far enough, expect to order again, because the date on the paper is the date it was made and nothing refreshes it.

Using It Outside the United States

For use abroad, Delaware Department of State will authenticate the certificate with an apostille for $30 per document.

Who to Ask in Delaware

The Delaware Division of Corporations, part of the Department of State and based in Dover, is the whole story for this document. It holds the entity record, collects the annual tax that gates the certificate, issues the certificate and handles the apostille when the document is going abroad. Fixing the problem and buying the proof happen at the same address. The Division of Revenue is a separate agency dealing with state income and gross receipts obligations, and it is not the office whose balance blocks this certificate. The Division accepts a request on company letterhead as well as through its online request service, so the errand does not have to sit with any particular officer.

Sources

• corp.delaware.gov/directweb/
• corp.delaware.gov/onlinestatus/
• corpfiles.delaware.gov/Fee_Schedule/AugustFee2026.pdf
• corp.delaware.gov/document-upload-service-information/
• corp.delaware.gov/expserv/
• corp.delaware.gov/sample-certificate-wording/
• delcode.delaware.gov/title6/c018/sc11/index.html
• corp.delaware.gov/faqs/

Every figure on this page was read from a Delaware government source, not from a formation service. Confidence in this record: high. See our editorial policy for how these are verified and corrected.