Ask for a certificate of good standing as a Virginia LLC and the answer is no.

The Bottom Line for Virginia LLCs

Virginia splits this document by entity type. The certificate of good standing is a corporations product, and an LLC gets a differently named certificate that does the same job.

Owners arrive expecting one document under one name. Virginia's Clerk's Office lists two, side by side, one labeled for corporations and one for LLCs, and the paper form does the same. Someone who reads a generic guide, walks into the online system asking for the corporate product and finds it unavailable usually concludes their entity is in trouble. It is not. They are asking for the wrong item on the menu.

What Virginia Actually Calls It

Virginia does issue a certificate of good standing, but not to an LLC. That product is reserved for corporations. What an LLC gets is the Certificate of Fact of Existence, issued by Clerk's Office of the Virginia State Corporation Commission, and it does the same job. Ask a bank or another state's filing office for a certificate of good standing and this is what you send them.

To prove the existence and compliance of your Virginia limited liability company or foreign limited liability company authorized to transact business in Virginia, you can apply for a Certificate of Fact of Existence or Registration online with the Clerk's Office.

Virginia also uses Certificate of Fact of Existence/Registration (LLCs), Certificate of Fact of Registration, Certificate of Fact for documents in this family.

Why You Need One

Registering the LLC in another state is the most common reason, since the receiving filing office wants proof from Virginia. Lenders ask at underwriting, buyers ask during a sale, and some professional and contractor license processes ask as well. In every one of those cases the LLC certificate is what satisfies the request, even when the request is phrased using the corporate name.

What It Costs in Virginia

Virginia charges $6 for the Certificate of Fact of Existence.

Where this fee comes from: Each certificate costs $6 to download from the CIS.

How to Order It

You can order the Certificate of Fact of Existence online, by mail and in person.

Instant PDF download from CIS.

Order it on the Virginia site

The Clerk's Office how-to guide gives the exact path: log on to CIS, click Online Services, then "Under Services, click Certificate of Fact of Existence/Registration (LLCs)." Payment is taken on a site administered by LexisNexis.

Ordering is genuinely fast once you are in the right place. The Clerk's Office online system produces the LLC certificate as an instant download: log in, open online services, and select the certificate option for your entity. The whole difficulty is upstream of that, in picking the right product. If you search the site for the phrase you were given by a bank, you will land on the corporations item and stall.

1. 1

   Ignore the corporate product name

   Whatever the requester called it, look for the LLC item rather than the corporations one. They sit next to each other in the Clerk's Office list and only the LLC version is available to you.

2. 2

   Confirm your annual registration fee is paid

   This is Virginia's real gate. Unpaid amounts owed to the Commission block issuance, and a long enough lapse ends the company's existence outright rather than just its standing.

3. 3

   Log in to the Commission's online system

   Open online services and select the certificate option for your entity. The document downloads immediately as a PDF.

4. 4

   Send the PDF and tell the requester what it is called

   A requester who asked for a certificate of good standing may not recognize the Virginia name. One sentence explaining that Virginia issues LLCs this document instead saves a round trip.

5. 5

   Go to the Secretary of the Commonwealth if it is going abroad

   Authentication is a separate office from the one that issued the certificate.

What Puts You Out of Standing in Virginia

Virginia 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.

Virginia's prerequisite is money owed to the Commission itself, not clearance from a revenue agency. Va. Code § 13.1-1065 A blocks issuance until "all fees, fines, penalties, and interest assessed, imposed, charged, or to be collected by the Commission pursuant to this chapter or Title 12.1 have been paid", with a carve-out for an assessed annual registration fee that is not yet past due. The Department of Taxation is not in that chain.

An unpaid annual registration fee ends the company, not just its standing: "If the annual registration fee is not paid on or before the last day of the third month following its due date, the LLC's existence will be automatically canceled by operation of law." After that there is no existence left to certify, though reinstatement is available for five years.

The registration fee's calendar is what catches people out, because it is keyed to the month the LLC was formed rather than to a date the whole state shares, so an owner who organized in an odd month is working to a deadline nobody around them is working to. Check that first when a certificate will not issue. If the balance looks clear and the order still fails, the Clerk's Office is the only party that can read the Commission's own ledger back to you, and that call is quicker than another attempt at the online system.

How Long It Stays Good in Virginia

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

The certificate carries a date of issue. Virginia does not publish a shelf life, so the only deadline is the one the requester sets, usually measured from that date. Because the LLC certificate downloads instantly, there is no reason to order ahead of a request and every reason to order at the moment one arrives.

Using It Outside the United States

For use abroad, Office of the Secretary of the Commonwealth, Authentication Division will authenticate the certificate with an apostille for $10 per document.

Who to Ask in Virginia

The Clerk's Office of the State Corporation Commission issues the certificate, maintains entity records and collects the annual registration fee, and it is the office to call about entity status or an unpaid balance. Authentication for use abroad is handled elsewhere, by the Secretary of the Commonwealth's authentication division, so an international request means two offices.

Sources

• scc.virginia.gov/businesses/about-the-clerks-office/business-copies-and-certificate-documents/
• scc.virginia.gov/media/sccvirginiagov-home/business-home/about-the-clerks-office/certificates-and-copies/How-To-Guide-Certificate-of-Fact-of-Existence-Registration.pdf
• law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1005/
• law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1065/
• law.lis.virginia.gov/vacode/title12.1/chapter1/section12.1-21.2/
• law.lis.virginia.gov/vacode/title12.1/chapter3/section12.1-19/
• scc.virginia.gov/businesses/maintaining-your-business/
• scc.virginia.gov/businesses/about-the-clerks-office/expedited-services/
• commonwealth.virginia.gov/official-documents/authentications/how-to-submit/

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