Massachusetts sells a cheaper certificate that may not satisfy the person asking.

The Bottom Line for Massachusetts LLCs

There are two documents here and only one of them attests that your annual reports have been filed. There is also a second, unrelated certificate from the revenue department under a confusingly similar name.

Massachusetts gives a reader three chances to buy the wrong thing. The Corporations Division sells a full certificate whose contents include the entity's name, formation date, filed annual reports, managers and signatories, and a weaker existence certificate that does not go that far. Separately, the Department of Revenue issues its own tax document under a name almost identical to the first. A requester who says the familiar phrase has not told you which of the three they mean, and the cheap one is the easiest to end up with.

What Massachusetts Actually Calls It

Massachusetts calls it a Certificate of Good Standing, issued by Corporations Division, Office of the Secretary of the Commonwealth of Massachusetts.

The Corporations Division fee schedule states the contents of an LLC Good Standing certificate in its CONTENT column: "Name, date of formation, all annual reports filed, lists managers and signatories, has not been cancelled or withdrawn, is in Good Standing".

Two Documents, Similar Names

Massachusetts has a second document with a similar name. The Massachusetts Department of Revenue issues a Certificate of Good Standing, which covers state tax accounts rather than corporate filings. That is not the same paper as the Certificate of Good Standing, and the two are not interchangeable. Ask whoever requested it which one they mean.

Why You Need One

The requests come from foreign registration into another state, lenders at underwriting, buyers during diligence, and the licensing bodies that ask Massachusetts entities to prove compliance. Because the full certificate lists managers and signatories as well as status, it answers questions a bare existence document does not, which is often why a counterparty asked for it rather than something simpler.

What It Costs in Massachusetts

Massachusetts charges $31 for the Certificate of Good Standing ordered online and $25 on paper.

Electronic ordering carries a compulsory $6 charge that you cannot decline.

Electronic ordering carries a compulsory $6 charge that you cannot decline.

Where this fee comes from: Corporation Division Fee Schedule, Limited Liability Companies (LLC) - Domestic and Professional, CERTIFICATES: "Good Standing | $25.00 / While you wait for three or fewer names - no more than five (5) certificates; $25.00 / Up to 5 days for four or more names | $25.00 | $25.00 plus $6.00 expedite fee", across the columns FEE IF ORDERED IN PERSON / WAIT TIME, FEE IF ORDERED BY MAIL, and FEE IF ORDERED ELECTRONICALLY.

How to Order It

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

Issued at the counter while you wait for three or fewer names, up to 5 days for four or more names.

Order it on the Massachusetts site

Ordering electronically is priced at the base $25.00 plus a mandatory $6.00 expedite fee, so the electronic channel costs $31.00.

Ordering electronically carries a mandatory expedite charge on top of the base price, so the electronic route is not the same price as the counter or the post. That is worth knowing before you assume online is the default. In person, certificates covering three or fewer names are issued while you wait; a request covering four or more takes longer. The other thing to settle before ordering is which product you are buying, because the weaker existence certificate is cheaper and looks like a bargain until a requester rejects it.

1. 1

   Ask which of the three documents the requester means

   The full corporate certificate, the weaker existence one, and the Department of Revenue's tax certificate all get called by the same phrase. Asking once saves a wasted purchase.

2. 2

   Bring your annual reports current if they are not

   The full certificate attests that they have been filed, so ordering while behind produces a document that does not say what the requester needs.

3. 3

   Decide between electronic and in person on cost as well as speed

   The electronic route adds a mandatory expedite charge. The counter does not, and a small request is issued while you wait.

4. 4

   Keep the request narrow

   A request covering three or fewer names is handled on the spot in person. Four or more takes longer, so split a large request if only one entity is urgent.

5. 5

   Go to the Department of Revenue only if the question was about taxes

   Its certificate is a different document about a different subject and is not required for the Corporations Division to issue.

What Puts You Out of Standing in Massachusetts

Before Massachusetts will issue the Certificate of Good Standing, your filings with the state's business filing office have to be current. No separate tax clearance from a revenue agency is part of it.

Massachusetts has two different documents that people call a certificate of good standing. The Secretary of the Commonwealth issues the corporate one recorded here. The Department of Revenue issues a separate tax Certificate of Good Standing. The Secretary's certificate does not require a Department of Revenue clearance first, and the fee schedule treats the two as distinct documents that some transactions require together.

The full certificate is the document that attests annual reports are current, which is exactly why it is the one that gets asked for. The annual report itself carries a substantial fee in Massachusetts, so catching up on a missed year is a real expense rather than a formality, and reinstatement after an administrative dissolution has requirements of its own. Nothing in the Corporations Division process routes you through the Department of Revenue: the tax certificate is a separate product from a separate agency and is not a precondition here.

How Long It Stays Good in Massachusetts

The Certificate of Good Standing carries a date of issue and no expiry date. Massachusetts does not set a shelf life for it. 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 Massachusetts's. Ask what it is, and order the certificate once you know.

The certificate carries a date of issue and Massachusetts does not set a shelf life. The requester's rule is the operative one. Since the counter route is immediate for a small request and the electronic route carries a forced expedite anyway, there is little reason to hold one in advance, and a good reason not to: a certificate that attests annual reports says something about a moment in time, and that moment ages.

What We Could Not Confirm for Massachusetts

These pages only state what a primary source establishes. For Massachusetts we could not confirm the following, so this page does not answer it:

• whether the state will apostille it for use abroad

Who to Ask in Massachusetts

The Corporations Division at the Office of the Secretary of the Commonwealth issues the certificate and answers questions about entity status and annual reports. The Department of Revenue issues the separate tax document and is who to contact if the request was really about tax standing. Neither will tell you which one a bank wants, so ask the bank.

Sources

• sec.state.ma.us/divisions/corporations/download/Fee_Schedule.pdf
• malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156C/Section12

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