Secretary of State Records · October 2026

Certificates of Status and Certified Copies for a Closing

Closing checklists ask for a good standing certificate and certified charter documents. What the Secretary of State issues, what each document proves, and where it falls short.

Direct Legal Blog

Secretary of State Records

Published October 11, 2026

Almost every deal involving a California corporation or LLC has a line on the closing checklist for a good standing certificate and certified copies of the formation documents. They’re inexpensive and, for most entities, quick to get. They’re also easy to read too much into. A certificate of status doesn’t say who the officers are, it doesn’t clear the entity with the tax board, and it’s current only as of the moment it’s issued. Here’s what each document does, as of October 2026.

Start here

What a Certificate of Status Says, and What It Doesn’t

California’s version of a good standing certificate is the Secretary of State’s Certificate of Status. It certifies the entity’s status on the Secretary of State’s records: active, suspended, dissolved, and so on. For an active entity, it says the entity is authorized to exercise its powers, rights, and privileges in California.

Read the fine print on the certificate itself:

It speaks only as of its date, and it doesn’t reflect documents still pending review or other events that may affect status.
It says nothing about the entity’s finances, licenses, or business activities.
It shows the entity’s name, number, and status, but not its officers, directors, or managers. For incumbency, use the latest Statement of Information and an officer’s certificate from the company.

Each certificate carries a number that anyone can check with the Certification Verification Search on bizfile Online, which is handy when the other side sends you a PDF.

Fees and timing

Ordering a Certificate: Minutes Online, or by Paper

Corporations, LLCs, and limited partnerships: order on bizfile Online, where certificates of status are available within minutes. The fee is $5.
General partnerships and LLPs: order on paper, by mail or by drop-off at the Secretary of State’s office in Sacramento. All paper certificate and certified copy requests are processed only in Sacramento, and drop-off requests carry a $10 special handling fee.
No Los Angeles option. The Los Angeles regional office handles apostilles and domestic partnership filings only. Business entity requests go to Sacramento.

The Secretary of State posts its current processing dates. As of October 9, 2026, it was working on online requests for copies and certificates received that day, and on mail and in-person requests received October 6.

Filed documents

Certified Copies of Filed Documents

Certified copies of filed documents, such as articles of incorporation or organization and their amendments, are $5 per document certified, and for corporations, LLCs, and LPs they can be ordered on bizfile Online. The Secretary of State’s current fee lists show no separate per-page charge. Plain copies of filed documents are free on bizfile Online, which is fine for diligence but not for a closing that calls for certified copies.

Remember what the state doesn’t have. Bylaws, LLC operating agreements, and board resolutions aren’t filed with the Secretary of State, so there are no state-certified copies of them. Those are certified by the company’s secretary or another officer.

Active or not

Suspended, Forfeited, and Why It Matters

A California entity can be suspended, or a foreign entity’s registration forfeited, by the Secretary of State, by the Franchise Tax Board, or by both. The Secretary of State suspends for failure to file a Statement of Information, and for a corporation, failure to reimburse the Victims of Corporate Fraud Compensation Fund. The FTB suspends for not filing returns or not paying taxes, penalties, and interest (Rev. & Tax. Code §§ 23301, 23301.5). An entity suspended by both stays suspended until it satisfies both agencies.

The consequences are why closings check. According to the FTB, a suspended business can’t bring or defend a lawsuit, can’t sell, transfer, or exchange real property, and loses the right to its name in California. Contracts an FTB-suspended entity makes while suspended are voidable at the request of any other party to the contract (Rev. & Tax. Code § 23304.1). A suspension by the Secretary of State alone doesn’t carry that voidability.

Revivor takes filing the missing returns and paying what’s owed, and then a certificate of revivor (§ 23305). Revival doesn’t erase what happened during the suspension; it’s without prejudice to actions, defenses, and rights that accrued because of it (§ 23305a), and relief from contract voidability is a separate application (§ 23305.1).

Tax status

The FTB Entity Status Letter

Because the Secretary of State and the FTB each speak only for themselves, many closings ask for both. The FTB’s Entity Status Letter verifies whether the entity is in good standing with the FTB, and the FTB lists closing escrow among its uses. It’s free online. It doesn’t reflect the entity’s status with any other agency, and a certified letter has to be requested from the FTB.

Foreign entities

Out-of-State Entities Need Two Certificates

For a Delaware LLC or a Nevada corporation registered to do business in California, the California certificate covers only the California registration. The Secretary of State says so directly: status in the home state has to come from the home state. A closing that relies on the entity’s existence and authority should have the home state’s certificate and the California certificate.

Prevention

Keeping an Entity Active: Statements of Information

Corporations file a Statement of Information every year (Corp. Code §§ 1502, 2117). LLCs and nonprofit corporations file every two years (§§ 17702.09, 6210).
The first statement is due within 90 days after the entity is formed or registers. After that, each one is due in the six months ending with the month the original articles were filed, or for an out-of-state entity, generally the month it registered in California.
A missing statement can bring a $250 penalty for a corporation or LLC ($50 for a nonprofit), assessed by the FTB, and after notice, suspension by the Secretary of State (Corp. Code § 2205; § 17713.10).
Since August 1, 2026, the Secretary of State requires User Access in bizfile Online for Statement of Information filings, so whoever files for the entity may need to be given access first.

Practical

Planning for a Closing

Read the lender’s or title company’s requirements for how recent each certificate must be. Those limits come from the deal documents, not from statute.
For corporations, LLCs, and LPs, order a fresh certificate close to closing; it takes minutes. For a general partnership or LLP, allow for paper processing in Sacramento.
Order certified copies of the articles and every amendment, and have the company certify its bylaws or operating agreement and resolutions.
Get the FTB entity status letter, and for an out-of-state entity, the home state’s certificate.
If the documents will be used outside the United States, plan for an apostille: $20 each from the Secretary of State, plus a $6 handling fee in person, with same-day service at the Sacramento and Los Angeles offices.

Direct Legal orders certificates of status and certified copies from the Secretary of State, including the paper requests that have to go through Sacramento, and files Statements of Information and other entity filings. See our Secretary of State filing services.

Please note

About This Article

This article is general information about California law and court procedure as of October 2026. It is not legal advice, and reading it does not create an attorney-client relationship. Direct Legal Support is a registered process serving and litigation support company, not a law firm. Statutes, court rules, and forms change, so check the current versions and your court’s local rules, and talk with an attorney about your specific matter.