Delaware Short-Form vs. Long-Form Certificate of Good Standing

Not sure whether you need a short-form or long-form certificate of good standing? Both documents confirm an entity’s current standing with the State of Delaware, but they contain different levels of information.

The right choice depends primarily on why the certificate is being requested and what the requesting party needs to verify.

What Is a Delaware Certificate of Good Standing?

A Delaware Certificate of Good Standing is an official certificate issued by the Delaware Secretary of State, Division of Corporations. It confirms that a business entity exists in the state’s records and is in good standing as of the date the certificate is issued.

Businesses may be asked to provide a Certificate of Good Standing when:

• Opening a business bank account
• Applying for financing
• Completing a merger, acquisition, or other transaction
• Registering to do business in another state
• Entering into a significant contract
• Responding to a request from an attorney, lender, investor, or government agency

Delaware offers both short-form and long-form versions of the certificate.

What Is a Short-Form Certificate of Good Standing?

A Delaware short-form Certificate of Good Standing provides the entity’s name and confirms its status at the time the certificate is issued.

In practical terms, the short form answers the central question: Is this entity currently in good standing with the State of Delaware?

A short-form certificate is generally sufficient when the requesting party only needs current proof that the company is active and compliant with the state’s applicable requirements. In Delaware that means that they have paid their franchise tax and completed their annual report filing (corporations only). 

Common reasons for requesting a short-form certificate include:

• Opening or updating a bank account
• Providing routine compliance documentation
• Registering or qualifying the entity in another jurisdiction
• Satisfying a vendor or contracting requirement
• Confirming the company’s current status

Because requirements vary, it is always a good idea to ask the receiving institution whether it requires a specific form of certificate.

What Is a Long-Form Certificate of Good Standing?

A Delaware long-form Certificate of Good Standing provides the entity’s current status along with a chronological listing of the documents filed for the entity.

A long-form certificate identifies the documents that have been filed, including filing dates and times, and notes name changes reflected in the state’s records.

This additional history can be helpful when a bank, attorney, lender, investor, or other party needs to review more than the entity’s current standing.

A long-form certificate may be requested for:

• Mergers and acquisitions
• Financing transactions
• Legal due diligence
• Investment transactions
• Audits or internal compliance reviews
• Verification of amendments or name changes
• Transactions requiring a review of the entity’s filing history

It is important to understand that a long-form certificate lists the filings in the entity’s history; it does not include copies of those filings. If the requesting party needs the actual Certificate of Incorporation, Certificate of Formation, amendments, merger documents, annual reports, or other records, copies must be ordered separately.

Short Form vs. Long Form: What Is the Difference?

Both certificates are official state-issued documents. A long-form certificate is not more valid than a short-form certificate, it simply provides additional information.

Which Delaware Certificate Should You Order?

If the requesting party simply asks for a “Certificate of Good Standing” without further instructions, a short-form certificate may be sufficient. However, you should confirm the requirement before placing the order, particularly when the certificate will be used for a closing, financing, acquisition, audit, or legal transaction.

Consider ordering a long-form certificate when:

• The request specifically calls for a long-form certificate
• The recipient needs to verify amendments or name changes
• The company has an extensive filing history
• The certificate is part of a due-diligence review
• An attorney, lender, or transaction checklist requests a filing history

If copies of particular filings are also required, those documents should be requested in addition to the Certificate of Good Standing.

Is a Certificate of Good Standing the Same as an Online Status Search?

No. An online entity search or status result is not necessarily the same as an official Certificate of Good Standing.

The Delaware Division of Corporations explains that an official certificate must be ordered through its certificate request process. A printed online status page may provide useful information, but it may not satisfy a bank, lender, attorney, or government agency that has requested an official certificate.

Does a Delaware Certificate of Good Standing Expire?

A Delaware Certificate of Good Standing does not include a stated expiration date. However, the certificate only verifies the entity’s status as of the date it was issued. Learn more about how long a certificate of good standing is good for here. 

The organization requesting the certificate may require that it be recent. For example, it may require a certificate issued within the previous 30, 60, or 90 days. Before ordering, confirm how recently the certificate must have been issued.

Order a Delaware Certificate of Good Standing

The Incorporators can obtain short-form and long-form Delaware Certificates of Good Standing on behalf of corporations, limited liability companies, and other Delaware business entities. You can order a Delaware certificate of good standing here. Our turnaround time is the same day, if ordered before 2pm. 

Before placing your order, review the requesting party’s instructions carefully. If you are unsure which certificate is required, ask whether the recipient needs only confirmation of the entity’s current standing or also needs a history of the documents filed with the State of Delaware.