You almost certainly do not need the Comptroller for this.

The Bottom Line for Texas LLCs

The Secretary of State issues this document off its own records. The Comptroller's separate certificate is for terminating, withdrawing or reinstating an entity, and the Comptroller says in terms that banks do not require it.

Texas keeps two documents apart on purpose and the confusion between them is the single most common mistake made here. One comes from the Secretary of State and speaks to whether the entity exists and is authorized to transact business. The other comes from the Comptroller and speaks to the franchise tax account. Advice written for the second gets applied to the first constantly, and the result is an owner who thinks they have to clear a tax process before they can answer a lender's routine request. They do not.

What Texas Actually Calls It

Texas issues this as the Certificate of Fact - Status, through Office of the Texas Secretary of State, Corporations Section. Ask a bank or another state's filing office for a certificate of good standing and this is what you send them.

A "certificate of fact - status" is a certificate issued by the Secretary of State that serves as official evidence of an entity's existence or authority to transact business in Texas. A certificate of fact - status provides a statement of an entity's status, as well as the entity's current legal name and date of formation or registration.

Texas also uses Certificate of Fact, certificate of status, Certificate of Existence, Long Form Certificate of Existence for documents in this family.

Two Documents, Similar Names

Texas has a second document with a similar name. The Texas Comptroller of Public Accounts issues a Certificate of Account Status, which covers the entity's franchise tax account status, that is, whether its state taxes have been paid, not its filing standing with the Secretary of State. That is not the same paper as the Certificate of Fact - Status, and the two are not interchangeable. Ask whoever requested it which one they mean.

Why You Need One

Registering the LLC to do business in another state is the most reliable trigger, because the receiving state's filing office wants proof from the home state. After that: lenders at underwriting, buyers in a sale, and occasionally a landlord or an enterprise customer. Note the distinction that matters in Texas. If you are winding the entity down or pulling it out of the state, you are in the Comptroller's territory and this is not the document you need. If someone external is asking you to prove the entity is real and authorized, this is.

What It Costs in Texas

Texas charges $15 for the Certificate of Fact - Status. A Long Form Certificate of Existence (Status plus list of filings) costs $25.

Expedited service is available: Expedited Processing of a request for a certified copy or certificate of status or fact for $10 (Two hours, for an order not placed through SOSDirect).

Where this fee comes from: Certificate of Fact (including Certificate of Existence or Status) $15

How to Order It

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

SOSDirect order ready to view about two hours after submission.

Order it on the Texas site

SOSDirect does not require an account. "You do not need to have a SOSDirect account. You may log on as a temporary user." Credit card payments carry "an additional statutory convenience fee of 2.7% of amount charged". The order is placed under Order Type "Certificate of Fact" and Fact Type "Status".

Ordering online does not require an account, which removes the usual friction: you can log on as a temporary user, pay by card and be done. Expedited handling is available on top. The thing to get right before you order is which product you are buying, because the Secretary of State sells more than one and the names are close enough to swap by accident. There is a plain status certificate and a longer version that adds a list of the entity's filings, and a requester who wants filing history will not be satisfied by the short one.

1. 1

   Work out which document the requester wants

   Ask whether they need proof the entity exists and is authorized, or proof the franchise tax account is settled. The first comes from the Secretary of State, the second from the Comptroller, and sending the wrong one costs you a round trip.

2. 2

   Decide between the short and long versions

   The plain status certificate answers the existence question. The longer one adds a list of filings and is what to buy when a counterparty wants history rather than a status line.

3. 3

   Order through the online system as a temporary user

   No account is needed. Log on as a temporary user, identify the entity and pay by card. Expedited handling can be added if the timing is tight.

4. 4

   Check your franchise tax position separately if anything is unsettled

   Forfeiture for franchise tax problems eventually affects what can be certified. That is a reason to keep the account current, not a reason to delay the order.

5. 5

   Send it while it is fresh

   Note the issue date and get it to the requester promptly, since their recency rule runs from that date.

What Puts You Out of Standing in Texas

No separate tax clearance from a revenue agency is part of it. What Texas requires to be current with its own filing office is not something the state publishes, so this page does not answer it.

This is the point Texas is most often described wrongly. The Comptroller's Certificate of Account Status is needed to terminate or withdraw, and a Tax Clearance Letter to reinstate. Neither is a precondition to the Secretary of State issuing a certificate of fact - status. The Comptroller also says the free Franchise Tax Account Status lookup, not a purchased certificate, is what ordinary transactions call for: "This is the only time a COAS is required. It is not required by banking institutions for financial transactions. If the entity needs proof their franchise account has an 'active' right to transact business status, go to the Taxable Entity Search page."

Franchise tax standing is not irrelevant to the certificate, it simply is not a gate on buying one. The Comptroller states that it "is required by law to forfeit a company's right to transact business in Texas if the company has not met franchise tax filing requirements under Chapter 171", and a forfeiture of that kind is the sort of fact the Secretary of State's status statement would then report.

The honest statement is that tax trouble reaches this document indirectly and late, rather than blocking the order the way a clearance requirement would. If you are current, order and move on. If you have been forfeited, fix that first because no certificate will describe you the way a lender wants.

How Long It Stays Good in Texas

The Certificate of Fact - Status carries a date of issue and no expiry date. Texas 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 Texas's. Ask what it is, and order the certificate once you know.

Texas does not put an expiry on the certificate. Order it when you know who is asking, because the requester's window is the only one that exists and it is usually measured from the issue date. Since the online route is quick and does not need an account, there is little reason to hold a spare in a drawer.

Using It Outside the United States

For use abroad, Office of the Texas Secretary of State will authenticate the certificate with an apostille for $15 per document.

What We Could Not Confirm for Texas

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

• what must be current before the state will issue it

Who to Ask in Texas

The Corporations Section of the Secretary of State issues this certificate and answers questions about entity status and filings. The Comptroller of Public Accounts is a separate agency and handles franchise tax, account status and the documents needed to terminate, withdraw or reinstate. If your question is about whether your entity exists, that is the Secretary of State. If it is about what you owe, that is the Comptroller.

Sources

• sos.state.tx.us/corp/copies.shtml
• sos.state.tx.us/corp/instructions-for-copies.shtml
• sos.texas.gov/corp/forms/806_boc.pdf
• sos.state.tx.us/corp/status-example.pdf
• sos.state.tx.us/corp/options.shtml
• direct.sos.state.tx.us/help/help-corp.asp?pg=order
• comptroller.texas.gov/taxes/franchise/certificate-letter-request.php
• comptroller.texas.gov/taxes/franchise/coas-instructions.php

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