Texas does not issue one single certificate of good standing. Proof is split between two offices, and the Secretary of State itself warns people not to mix them up. The page you are on explains each one, what it costs and what can block it. The Texas office guide covers search, fees and contacts in general.
The short version: the Secretary of State speaks to whether the company exists, and the Comptroller speaks to whether its franchise tax account is current.
The Secretary of State's certificate of fact
The Corporations Section issues a certificate of fact, also described as a certificate of existence or status. It confirms what the Secretary of State's record shows about the company. The standard version costs $15. A long form that adds a list of the company's filings costs $25.
| What the state calls it | Two items. SOS: Certificate of Fact (Certificate of Existence or Status). Comptroller: Franchise Tax Account Status (formerly called good standing) / Certificate of Account Status. (sos.state.tx.us, checked ) |
|---|---|
| Fee | SOS certificate of fact $15 (long form with filing list $25; certified copies $1 per page plus $15). Comptroller Certificate of Account Status and the online account status search are free. (sos.state.tx.us, checked ) |
| Where to order | comptroller.texas.gov/taxes/franchise/account-status/search (comptroller.texas.gov, checked ) |
Orders go through SOSPortal under Search & Order Records. The state says certificate orders there process within 10 minutes. If you want a certificate handled faster by staff, an expedited certificate request adds $10. The Secretary of State also runs a free Certificate Verification service, so someone who receives your certificate can confirm it is real.
The Comptroller's certificate of account status
The Texas Comptroller of Public Accounts issues the certificate of account status. It covers franchise tax, and it used to carry the name good standing. It costs nothing. Anyone can also run the free franchise tax account status search to see if a company still has the right to transact business in Texas.
Banks and lenders often want this one, because it reflects tax compliance. The certificate of fact does not tell them that on its own.
What blocks good standing in Texas
The usual cause is the yearly franchise tax filing. Every LLC and corporation files a franchise tax report and a Public Information Report or Ownership Information Report with the Comptroller by May 15. That applies even when no tax is due. A late report brings a flat $50 penalty.
Every status word Texas uses is explained in our Texas office guide.
If the reports stay missing, the Comptroller can forfeit the company's right to transact business. It must give at least 45 days notice first. A company in that state cannot sue or defend in Texas courts, and its officers, directors or owners can become personally liable for certain debts. Later the Secretary of State changes the record to Forfeited Existence once the Comptroller certifies the delinquency.
Getting back to good standing
Start with the Comptroller. File every missing report and pay any tax and penalty. Then check the account status search again. If the record at the Secretary of State already shows Forfeited Existence, file Form 801 for reinstatement, which costs $75. Order the certificate of fact only after the record shows In Existence again.
Who asks for Texas proof
A bank opening an account, a lender, a buyer, or another state where the company plans to register may each ask. Read the request closely. If it says certificate of account status or tax standing, go to the Comptroller. If it says certificate of fact or existence, order from SOSPortal.
Sources
- www.sos.state.tx.us/corp/copies.shtml: good standing certificate. Checked .
- www.sos.state.tx.us/corp/forms/806_boc.pdf: certificate fee. Checked .
- comptroller.texas.gov/taxes/franchise/coas-instructions.php: certificate ordering. Checked .