Florida sells you this document whether or not your LLC is current, and tells the reader which it is.

The Bottom Line for Florida LLCs

Florida issues the certificate to any LLC whose articles of organization are on file, current or not. Being behind does not stop you getting one. It changes what the document says about you.

Owners generally expect this document to work as a gate: fall behind and the office refuses to issue until the record is fixed. Florida's statute works the other way round. It directs the department to issue on request and payment, and then requires the certificate itself to report whether the fees and penalties you owe that department are paid, whether your most recent annual report was filed, and whether the department has administratively dissolved the company. The practical consequence deserves stating plainly. A delinquent Florida LLC can still hand a bank a certificate. The bank then reads the qualification printed on it, and what happens next is the bank's decision rather than the Division's.

What Florida Actually Calls It

Florida issues this as the Certificate of Status, through Florida Department of State, Division of Corporations. Ask a bank or another state's filing office for a certificate of good standing and this is what you send them.

For a domestic LLC the certificate states the company's name, that it was organized under Florida law and the date of organization, whether all fees and penalties due to the department have been paid, whether the most recent annual report has been filed, and whether the department has dissolved or terminated the company. Subject to any qualification stated in it, the certificate is conclusive evidence that the company is in existence and of active status.

Why You Need One

Registering in another state is the usual trigger and the one with a deadline attached, because the receiving state normally wants a recently issued certificate. Bank and lender underwriting comes next, more often for credit than for a plain deposit account. Diligence on a sale is third. Past those three it thins out: a large customer or a landlord occasionally makes one a contract condition, and a few license renewals want one in the file. Florida adds a use that barely exists elsewhere. Because the certificate discloses compliance rather than depending on it, owners order one simply to read, on the department's own paper, exactly how their record stands.

What It Costs in Florida

Florida charges $5 for the Certificate of Status.

Where this fee comes from: Fla. Stat. section 605.0213: "The fees of the department under this chapter are as follows: ... (12) For furnishing a certificate of status, $5." The Division's Limited Liability Company fee table prints the same figure: "Certificate of Status $ 5.00".

How to Order It

You can order the Certificate of Status online and by mail.

Emailed as a PDF once online payment processes.

Order it on the Florida site

Ordered by document number with a credit or debit card or a Prepaid Sunbiz E-File Account. The certificate is emailed as a PDF.

The online order asks for your document number rather than your company name, and most owners do not have it memorised. It sits on your record in the state's business search, so look it up before you start. The second trap is the email address, because the certificate goes to whatever address is typed into the order and a typo means ordering and paying a second time rather than ringing someone to resend it. Payment is by card or through a prepaid filing account, which is worth having if you order these for several entities. The written route by mail exists, wants a check or money order alongside your entity name and document number, and is the slower path by a wide margin.

1. 1

   Look up your document number

   Find your LLC in the state's business record search and note the document number on the record. The order asks for that number, not for the company name.

2. 2

   Read your record before you order

   The same record page shows the company's status and the most recent annual report the Division holds. That is what the certificate will report, so you know what you are buying before you pay for it.

3. 3

   Order online and check the email address twice

   The PDF is sent to the address typed into the order. Getting it wrong means starting over, so paste the address rather than typing it from memory.

4. 4

   Pay by card or from a prepaid filing account

   A card is fine for a one-off. A prepaid account is worth setting up if you pull certificates regularly or manage several Florida entities.

5. 5

   Read the qualifications on the PDF before forwarding it

   The certificate states whether what you owe the department is paid, whether the last report is in and whether the company has been dissolved. Read those lines yourself before a lender does.

What Puts You Out of Standing in Florida

Florida will issue the Certificate of Status to an LLC that is behind on its reports. It does not refuse; it states on the face of the document whether the most recent report was filed. So ordering one while you are behind does not get you a clean certificate, it hands the person who asked a written record of the delinquency. File first, then order. No separate tax clearance from a revenue agency is part of it.

The only money the statute makes the certificate speak to is "all fees and penalties due to the department under this chapter", meaning the Department of State. No Department of Revenue clearance appears in section 605.0211 or in the Division's certification pages.

The LLC price is specific to LLCs. The same Division page prices a Certificate of Status at $8.75 for corporations, general partnerships, limited liability partnerships, limited partnerships and limited liability limited partnerships, and $10.00 for a fictitious name registration.

What this certificate reports on is your standing with the Department of State and nothing else: fees and penalties owed to that department, the most recent annual report, and whether the department has administratively dissolved the company. Fall behind on the report and the certificate says so on its face. That is the difference that changes how you plan. In a state that withholds the document you cannot move at all until the record is fixed. In Florida you can move with a document that describes the problem, which is sometimes enough for a counterparty and sometimes fatal to the deal. Repairing it is the same work either way and the order matters: bring the report and any penalty current with the Division, let the record update, then buy the certificate. Ordering another copy changes nothing by itself, because the certificate only ever repeats what the record already says.

How Long It Stays Good in Florida

Florida publishes nothing about how long the Certificate of Status 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 Florida's. Ask what it is, and order the certificate once you know.

Florida publishes nothing about a shelf life, so the only clock running is the recipient's. Since the certificate arrives as a PDF by email once the payment processes, ordering in advance buys you nothing and reusing a saved copy risks sending a description of a record that has since moved. The sequencing point is the one that costs people money. If you have just filed a late annual report or paid a penalty, wait until that filing posts to your record before you order, because a certificate bought an hour too early reports the old position and you will pay again for one that reports the new one.

Using It Outside the United States

For use abroad, Florida Department of State, Division of Corporations, Apostille Section will authenticate the certificate with an apostille for $10 per document.

Who to Ask in Florida

The Florida Department of State's Division of Corporations, the office behind Sunbiz, keeps the record, issues the certificate and runs the apostille section that authenticates it for use outside the country. The annual report and any penalty are paid to that same division, so the repair and the proof live at one address. Sales tax and reemployment tax registrations belong to the Florida Department of Revenue instead, and that agency's records are not what this certificate reports on. If a counterparty asks for something covering your tax account, they are asking for a different document from a different agency and you should get that in writing before you order anything.

Sources

• leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0605/Sections/0605.0211.html
• leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0605/Sections/0605.0213.html
• dos.fl.gov/sunbiz/manage-business/certification/certificate-status-efile/
• dos.fl.gov/sunbiz/manage-business/certification/status-by-mail/
• dos.fl.gov/sunbiz/forms/fees/llc-fees/
• dos.fl.gov/sunbiz/other-services/apostille-notarial-certification/
• dos.fl.gov/sunbiz/manage-business/certification/

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