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May, 2022
LLC-Certificate-Under-Seal

How Do You Receive A Certificate Of Good Standing (Certificate Under Seal) In New York State?

A Certificate of Good Standing is referred to as the Certificate Under Seal in New York. It’s a state-issued verification that the members of an LLC have properly formed and maintained the business in accordance with state laws during its existence. It is necessary to request your certificate from the New York Department of State when needed instead of renewing it every year. It’s not required as part of an LLC formation in New York, but if your New York LLC needs funding, licensing, or wants to expand into another state, you’ll need to get a copy of your Certificate Under Seal.

What Is A Certificate Under Seal?

The Certificate Under Seal is a document that states that the business exists and is operating in compliance with state laws. It’s an unimpeachable document that shows that the New York LLC has been properly formed, maintains its licenses and permits, and keeps up with all necessary filings.

Which Enterprises Are Eligible For The Certificate Under Seal?

Any corporate entity formed in New York State is eligible to receive its Certificate Under Seal upon request. If you’ve registered an LLC formation in New York and have been operating within the parameters required by the state, your New York LLC can get a Certificate Under Seal. Eligible entities include:

  • LLC
  • Corporations
  • Limited partnerships
  • Limited liability partnerships

Ineligible entities include:

  • Sole proprietorships
  • General partnerships

Why Do They Need A Certificate Under Seal?

The Certificate Under Seal is proof that your New York LLC is operating in accordance with state law and acts as a kind of assurance to requestors that you’re worthy of their consideration for a specific action. This may include:

Obtaining Funds

Lenders want to make sure that the business that’s asking for a loan or line of credit is one that’s got a track record of reliability. The act of lending money relies on the intent and will of the borrower to repay the loan, also known as risk, and the certificate of good standing can indicate the business is run properly. A New York LLC with a certificate of good standing is more likely to receive a loan than one that hasn’t properly maintained its operations.

Opening A Bank Account

Opening a bank account may require a Certificate Under Seal to prove that the business operates as it should. While opening a business bank account typically comes after your LLC formation in New York, and you won’t have much of a history for the certificate, the bank may still require it.

Selling Part Or All Of The Business

The certificate proves to a buyer that the current owners have kept the operation current and comply with all applicable laws.

Opening In Another State

Some states require a business to have a Certificate of Good Standing from their home state before allowing them to set up operations. Make sure to find out what the state wants to see, such as the age of the certificate, before you submit your paperwork. Some states want the certificate to be dated 90 days before submission.

Renewing Some Permits And Licenses

Some permits and licenses may not have required a Certificate Under Seal when you applied and obtained them, but they may require one when you renew. The issuing body wants to see that you’re maintaining operating standards before renewing your permit or license.

Why Is It Crucial To Maintain Good Standing?

Maintaining good standing in New York state enables you to continue enjoying the protections that led you to form an LLC formation in New York in the first place. It’s also a part of your business success as it gives you access to funding and obtaining vital certifications that enable you to operate your business legally. Showing a Certificate Under Seal to an interested party shows that you’re responsible, engaged in the operation of the business, and interested in growing your business.

The New York Department of State does not require an incorporated business to file an annual report to maintain its good standing, but it requires filing a biennial statement that verifies the business is located at a specific address and other basic information. This filing needs to be in place before a Certificate of Status is issued.

How Long Is A Certificate Under Seal Valid?

The New York Department of State does not put an expiration date on the Certificate of Status. However, the entity or individual requesting the Certificate of Status may want to see a certificate issued within the last 90 or so days. Check with the requester to determine how recent the certificate must be considered valid.

How Can You Obtain A Certificate Under Seal In New York State?

You can request a Certificate Under Seal through the New York Department of State by submitting a written request and mailing, faxing, or delivering the request by hand. There is no pre-printed form for the request, but you have to supply the following information in your letter:

  • A statement that specifies the request for a Certificate Under Seal.
  • The exact name of the corporation or business entity.
  • The Department of State ID number and the exact date of formation or authorization.
  • A statement that clarifies if the request is for routine or expedited processing.
  • Mailing address for the Certificate of Status.

Use the correct language for the certificate in your request (Certificate Under Seal). Time is of the essence when requesting a certificate, and you’re more likely to obtain your Certificate Under Seal promptly when using the right language.

If you intend to mail or hand-deliver the request, the address for delivery is:

New York Department of State, Division of Corporations, State Records and Uniform Commercial Code

99 Washington Avenue, 6th Floor

Albany, NY 12231

You can also fax your written request to the Division of Corporations to::

(518) 473-1654

The state does not allow ordering a certificate online, through email, or over the phone.

A fee of $25 is required to process your Certificate of Status and has to be included with your request in the form of a check, money order, or a credit card/debit card authorization form. The form is available on the New York Department of State’s website and can be included with your written request. If you’re submitting your request by mail, include the form with the request. If you’re filing by fax, include the form with the written request as the fax machine processes it.

Expedited Processing

If time is of the essence, you can have your request expedited for faster delivery, provided you pay an extra fee. The expedited fees and timeframes are $25.00 for 24 hours, $75.00 for same-day processing, and $150.00 for 2-hour processing. The additional fee must be paid by check or money order or indicated on the credit card/debit card authorization form. You also have to indicate the level of expediting processing service requested on the form.

When filing by hand or mail, the envelope with the documents must be marked with “Expedited Processing”.

How Can Windsor Publishing Help?

Windsor Publishing has been helping businesses of all sizes and statuses with their filing needs for over 20 years. We can take care of your business filings so you can stay focused on running your business. Our services include filing for a Certificate of Status with the state of New York, forming corporations, including LLC formation in New York, and PLLCs, PCs, and LLPs. We can also file articles of organization and certificates of incorporation for new business entities.

At Windsor Publishing, we take pride in the accuracy of our work and take care of our client’s needs promptly. We have a reputation for efficiency and a thorough knowledge of the filing and publishing requirements and laws of New York. Our clients get what they need when they need it and are free from error.

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