In Virginia the document people call a good standing certificate has more than one name. The State Corporation Commission issues a Certificate of Fact of Existence/Registration for LLCs and a Certificate of Good Standing for corporations. Everything is handled by the Commission's Clerk's Office.
The certificates describe what the Commission's record shows on the day they are issued. This page covers ordering them. Search, formation and contacts are in the Virginia office guide.
Which Virginia certificate fits your company
Pick by entity type. An LLC needs the Certificate of Fact of Existence/Registration. A stock or nonstock corporation needs the Certificate of Good Standing. A limited partnership, whether Virginia or foreign, uses a Certificate of Fact of Existence.
The price is the same for all of them. The Commission lists $6 for a Certificate of Good Standing and $6 for a Certificate of Fact. A property title record certificate is also $6.
| What the state calls it | Certificate of Good Standing (corporations) (law.lis.virginia.gov, checked ) |
|---|---|
| Fee | $6 for each certificate issued under Va. Code 13.1-1067 or 13.1-1099 (corporation provisions) (law.lis.virginia.gov, checked ) |
Ordering online in CIS
Certificates download instantly from the Clerk's Information System. Find your company, choose the certificate and pay the $6 fee by card. Your account must exist first, and creating one is quick.
You can also ask for a certified copy of a filed document, for example your Articles of Organization. Online that costs $6.00 per request, with no extra charge for extra pages. If all the images are on file, the certified copy is done in real time. If staff must retrieve images, the request goes in-house and the answer comes back by email.
Plain copies of filed documents are free to view in CIS. They are labeled unofficial, so they will not satisfy a bank that wants a certificate.
Ordering by mail
Send a written request to the Clerk's Office with a check payable to State Corporation Commission. Name the company and say which certificate you need. Paper requests take longer than a download, so call the Clerk's Office about timing if your deadline is close. Otherwise use CIS.
What can stop you from getting a clean certificate
The certificate reflects the record. If the record is not Active, the certificate will not say what you hoped.
The usual cause is an unpaid annual registration fee. An LLC pays $50 by the last day of its formation month. A $25 penalty follows if payment is late. An LLC is canceled at the end of the third month after the due date. Our Virginia annual report page walks through the dates.
The CIS record shows a status of Active, Pending Active, Pending Inactive or Inactive. Open the Reason for Status field first. It tells you what you can do before the cancellation or termination happens.
Fixing a canceled or inactive record
An inactive entity can be reinstated within five years. For an LLC the reinstatement form costs $100 plus the unpaid fees. After that window the Clerk's Office cannot reinstate the entity. When the record reads Active again, order your certificate.
Who asks for a certificate
Banks opening accounts, lenders, buyers, state agencies and other states that register a Virginia company often ask for one. A foreign counterparty may want it authenticated too. Our Virginia apostille page explains that second step, and the general certificate of good standing guide compares other states.
If you would like help, you can ask our private filing service. State fees are separate, and you can order from the state yourself.
Sources
- law.lis.virginia.gov/vacode/title13.1/chapter10/section13.1-809/: good standing certificate. Checked .
- law.lis.virginia.gov/vacodefull/title13.1/chapter10/article5/: certificate fee. Checked .