Illinois Certificate of Good Standing: How to Order One and What It Proves
Illinois Certificate of Good Standing: How to Order One and What It Proves
An Illinois Certificate of Good Standing is a one-page document from the Secretary of State confirming that your LLC or corporation is in compliance with state filing requirements. Lenders, landlords, business partners, and foreign states use it as proof that your business exists and is operating legally. If you need to qualify to do business in another state, apply for a loan, sign a commercial lease, or just prove your entity's standing to a third party, you will likely need one.
This guide covers what a Certificate of Good Standing actually proves, who issues it, how to order one, what can prevent you from getting one, and where to look up your entity's status before requesting the certificate.
What Is a Certificate of Good Standing?
A Certificate of Good Standing is an official document issued by the Illinois Secretary of State certifying that your business entity (LLC or corporation) is properly registered with the state and in good standing. In other words, it proves that:
- Your business is registered with the Secretary of State
- Your annual report is current and filed on time
- For corporations, all franchise taxes have been paid
- Your registered agent is in place and valid
- The state has not dissolved your business for non-compliance
The certificate does not certify that your business is profitable, solvent, or free of debt. It simply confirms compliance with state filing and tax requirements.
Who Issues Certificates of Good Standing in Illinois?
The Illinois Secretary of State, Department of Business Services, issues all Certificates of Good Standing for Illinois LLCs and corporations. You cannot get one from a county clerk, local business office, or any other agency. Only the Secretary of State can issue it, and it carries their official seal and signature.
The Secretary of State maintains the business entity database. They track whether your annual reports are filed on time, whether your registered agent is valid, and whether any other conditions prevent you from being in good standing. When you request a certificate, they check this database and either issue it or tell you why they cannot.
How to Order an Illinois Certificate of Good Standing
Online Ordering (Fastest)
The easiest way to get a Certificate of Good Standing is to order it online through the Secretary of State's business filing portal at apps.ilsos.gov. The process takes about five minutes and you can print the certificate immediately after ordering.
Steps:
- Go to the Secretary of State's online business filing portal at apps.ilsos.gov
- Search for your business by name to confirm it is registered and in good standing
- Request a Certificate of Good Standing from the entity search results
- Pay the $25 fee online
- Download and print the certificate immediately, or receive it by email
Online certificates are valid instantly. You do not have to wait for processing time. The Secretary of State offers no expedite service for online orders because they are already processed within minutes.
Who can order online: Anyone can order a certificate online. You do not have to be the registered agent, owner, or member of the LLC. The Secretary of State makes these certificates public to support third-party verification.
In-Person Ordering at Springfield or Chicago Office
If you prefer to order in person, you can visit the Secretary of State's business services office in Springfield or Chicago. For corporations only, you can request expedited service for an additional $20 fee, for a total of $45.
Note: Expedite service is available only for in-person orders at the office, not online.
Mail Ordering (Slowest)
You can also mail a request to the Secretary of State with a check for $25. Mail orders take longer than online orders, which are immediate and cost the same; check with the Secretary of State for current mail processing times.
What Gets You Denied: Reasons You May Not Qualify
The Secretary of State will refuse to issue a Certificate of Good Standing if any of the following is true:
Late Annual Report
Both LLCs and corporations are required to file an annual report each year. For LLCs, the annual report (Form LLC-50.1) is due before the first day of the LLC's anniversary month each year (the month the Articles of Organization were filed). For corporations, the annual report (Form BCA 14.05-D) is due within 60 days before the first day of the corporation anniversary month.
If you miss this deadline, the state may assess a late penalty and, if you do not file and pay within a certain window, your entity becomes administratively dissolved. Once dissolved, you are ineligible for a Certificate of Good Standing until you reinstate your entity.
The good news: even if your annual report is a few weeks late, you may still be able to get a certificate once you file the late report and pay any penalties.
Unpaid Franchise Tax (Corporations Only)
Illinois imposes an annual franchise tax on corporations. This is a 0.1% tax on Illinois paid-in capital, with a $25 minimum before exemption. Beginning January 1, 2025, most small corporations benefit from a $10,000 liability exemption, so many owe $0.
However, if you owe franchise tax and have not paid it, the state will refuse to issue a Certificate of Good Standing until the tax is paid.
No Registered Agent (LLCs and Corporations)
Every LLC and corporation must maintain an Illinois registered agent. The registered agent must be either an individual who lives in Illinois or an entity authorized to do business in Illinois. If your registered agent resigns and you do not appoint a replacement within 60 days, the Secretary of State may prevent you from obtaining a Certificate of Good Standing.
Who Asks for a Certificate of Good Standing?
Several common situations require a Certificate of Good Standing:
Banks and Lenders
When you apply for a business loan or line of credit, the lender will ask for a Certificate of Good Standing to confirm your entity is legally active. Some lenders require it before even discussing terms.
Commercial Landlords
Landlords asking you to sign a commercial lease may request a Certificate of Good Standing as proof that your business is real and will be able to pay rent. It is a routine due-diligence step.
Foreign Qualification
If you want to qualify to do business in another state, that state's Secretary of State will ask for an Illinois Certificate of Good Standing as part of the foreign qualification application. The other state uses it to confirm that your Illinois entity is in good legal standing before letting you operate there.
Business Partnerships and Contracts
Potential business partners or customers may ask for a Certificate of Good Standing before entering into a major contract or partnership. It is a quick way to verify that your company is legitimate and compliant.
Government Contracts
Some government agencies require a Certificate of Good Standing as part of the bidding process for public contracts.
How to Check Your Entity's Status Before Ordering
Before you order a Certificate of Good Standing, you can verify that your entity is actually in good standing using the Illinois Secretary of State's free business entity search. This saves you $25 if your entity is not yet in good standing and you need to file a late report first.
Search your business: Go to https://apps.ilsos.gov/businessentitysearch/ and enter your business name or entity ID number. The search results will show:
- The exact registered name of your entity
- Your entity ID number
- The date your entity was formed
- Your current registered agent and registered office address
- Your entity status (Active, Inactive, Administratively Dissolved, etc.)
- The date your most recent annual report was filed
If the search shows your entity is "Active" and your annual report is current, you are ready to order a Certificate of Good Standing. If it shows "Inactive" or "Administratively Dissolved," you will need to take action (file a late report or reinstate the entity) before a certificate will be issued.
How Long Is a Certificate of Good Standing Valid?
An Illinois Certificate of Good Standing shows your entity's status on the date it is issued; it does not carry a set validity period. Lenders, landlords and other states usually want a recently dated certificate, so ask the requesting party how recent it must be, and order a new one ($25) when needed.
Cost Summary
- Online certificate: $25 (instant)
- In-person at office (LLCs or corporations): $25
- In-person expedite for corporations only: $45 total ($25 + $20 expedite)
- Mail order: $25 (slower than online)
Important Disclaimer
This content is informational only and does not constitute legal or tax advice. If you have questions about your entity's specific status, compliance requirements, or whether you need a Certificate of Good Standing for a particular situation, consult a qualified attorney or CPA. The Illinois Secretary of State's business services office and website also provide official guidance.
Next Steps
Ready to order? Start by searching your business name at https://apps.ilsos.gov/businessentitysearch/ to confirm you are in good standing. Once you confirm, head to the Secretary of State's filing portal at apps.ilsos.gov to order your Certificate of Good Standing online.