Minnesota Certificate of Good Standing: How to Order One From the Secretary of State
Minnesota Certificate of Good Standing: How to Order One From the Secretary of State
A minnesota certificate of good standing is a document from the Minnesota Secretary of State confirming that your LLC or corporation is active on the state's records and current on its required filings. Banks, lenders, and out-of-state agencies ask for one often, and the request usually comes with a deadline. This guide explains what the certificate proves, what it costs, how to order it online, by mail, or in person, and what to do if your entity is not in good standing. Some entity types receive a Certificate of Existence and Registration instead, which is sometimes searched as a minnesota certificate of existence. The ordering steps below apply to both titles.
This guide is informational, not legal or tax advice. For complex situations, talk to a qualified attorney or CPA.
What the Certificate Proves
The Secretary of State must issue a certificate of good standing when an entity is in good standing as defined in Minn. Stat. 5.26. Minn. Stat. 5.12 sets the certificate fee at $5. In plain terms, the certificate shows that your entity's record is active and its required filings are current on the date it is issued.
It is a statement about the state filing record only. It does not confirm your tax standing with the Department of Revenue, the soundness of your finances, or that you hold the licenses your activity requires.
That distinction matters because Minnesota has no general statewide business license. Filing an LLC or corporation with the Secretary of State is a filing, not a license. Registering with the Department of Revenue for a Minnesota Tax ID and a sales and use tax account is a tax registration, also not a license. The certificate is proof of entity status, not permission to operate.
Certificate of Good Standing or Certificate of Existence?
The Secretary of State's title on the document depends on your entity type and the request. Before you order, ask the person requesting it which title they need. A lender that asks for one title may not accept the other. Once the certificate arrives, check the title printed on it against what the requester asked for before you send it.
Who Usually Asks for One
- Banks and lenders opening an account or underwriting a loan to the entity
- Out-of-state agencies when your Minnesota entity registers to do business in another state
- Landlords, large customers, and vendors who want to verify an entity before signing a contract
- Buyers, sellers, and attorneys during a sale, merger, or other closing
Each requester sets its own rules, including how recent the certificate must be and whether it must come directly from the state. Check with them before you order.
Check Your Status Before You Order
Look up your entity first at mblsportal.sos.mn.gov/Business/Search, the Business Filings Online portal run on the Minnesota Business and Lien System (MBLS). Confirm three things:
- Exact legal name. The certificate reproduces the name on record, including punctuation and the LLC or Inc. ending.
- Active status. The record should show the entity as active, not lapsed, terminated, or dissolved.
- Annual Renewal current. The Annual Renewal costs $0 and is due December 31 every calendar year. Missing it is the most common reason an entity loses good standing, so check the record before a bank rejects your request.
What It Costs
| Ordering method | Fee | What you get |
|---|---|---|
| Online through MBLS | $15 | $5 certificate plus a $10 online transaction fee. Issued immediately after payment. |
| By mail | $5 | Certificate issued by request form. Processing time is not published as a guarantee. |
| In person | $5 | Certificate issued at the Secretary of State office. |
The $10 transaction fee applies only to online orders. Confirm the current fees on the Secretary of State fee schedule before you pay, since fees can change.
How to Order Online
- Go to the MBLS business search and find your entity by its exact legal name.
- Open the entity record and confirm the status and Annual Renewal details described above.
- Select the certificate request option and enter the details the portal asks for.
- Pay the $15 total.
- Download the certificate. The download link is valid for 90 days, so save the file to your records the same day.
Portal menus change, so follow the on-screen prompts for certificate requests rather than relying on screenshots from older guides.
How to Order by Mail or in Person
By mail: Download the current certificate request form from the Secretary of State site at sos.mn.gov. Complete it with the exact entity name and your return address. Include the $5 fee in the form the office specifies, and mail it to the address on the form. Forms and mailing addresses change, so confirm the current version before you send anything.
In person: Visit the Secretary of State office with the completed request and the $5 fee. Confirm the address, hours, and accepted payment methods on the state website before you go.
Confirm the current turnaround for mailed and in-person requests with the Secretary of State before you rely on them. Online certificates are issued immediately after payment, so if a deadline is close, order online.
Save the Certificate Within 90 Days
The online download link stays valid for 90 days. Save the file the day you receive it, name it with the entity name and issue date, and store it with your formation documents. If a requester needs a newer certificate, order a new one rather than editing or re-sending an old copy. Many requesters will not accept a certificate older than a set number of days, so ask before you assume an existing copy is enough.
If Your Entity Is Not in Good Standing
You cannot get a certificate of good standing for an entity that is not in good standing. Fix the status first. The most common cause is a missed Annual Renewal, which is due December 31 each year.
- LLC: Under Minn. Stat. 322C.0705, an LLC that fails to file its Annual Renewal by December 31 is terminated or revoked without further notice. On the current Secretary of State fee schedule, reinstatement costs $65 by mail or $85 online or in person.
- Corporation: Under Minn. Stat. 302A.821, a corporation that fails to file its Annual Renewal by December 31 is dissolved without further notice. On the current Secretary of State fee schedule, reinstatement costs $65 by mail or $85 online or in person.
After reinstatement, confirm the record shows good standing, then order the certificate. Confirm the exact reinstatement steps with the Secretary of State before you file. A lapse can affect more than the state record, including loans, contracts, and tax filings, so a CPA or attorney can help if the lapse has run for a long time.
Related Filings That Do Not Substitute
Some Minnesota filings get confused with good standing. None of the following proves it.
- Certificate of Assumed Name (DBA): Filed only with the Secretary of State under Minn. Stat. Chapter 333. The fee is $50 online or in person, or $30 by mail. The certificate must be published for two consecutive issues in a qualified legal newspaper in the county of your principal place of business, and failure to publish may render it invalid. It must be renewed annually at no charge. LLC and corporation formation needs no publication, so do not assume a DBA's publication rule applies to your entity filing.
- Name reservation: $55 for 12 months, renewable for additional 12 month periods. A reservation holds a name. It does not make your entity active or in good standing.
- Licenses and permits: Use License Minnesota to browse required licenses by topic, by agency, or through an A to Z index. Licensing agencies include the Department of Labor and Industry, the Minnesota Department of Health, the Minnesota Department of Agriculture, the Alcohol and Gambling Enforcement Division, the Office of Cannabis Management, DCYF, MnDOT, DVS, and professional boards, depending on your activity.
- Local licenses: Minnesota has 87 counties, about 853 cities, and about 1,780 townships, and local zoning and licensing rules vary. Minneapolis and St. Paul license by category, and neither issues a general business license. Confirm the rules with your city, county, or township.
Checklist Before You Order
- Confirm the exact legal name and entity type on the MBLS record.
- Confirm the status is active and the Annual Renewal is current.
- Ask the requester which title they need and how recent the certificate must be.
- Choose a method: online for speed at $15, or mail or in person at $5 if timing allows.
- Order, download, and save the certificate within the 90 day link window.
- Check the name and title on the certificate against the requester's instructions before sending it.
Official Resources
- Minnesota Secretary of State: https://www.sos.mn.gov/
- Business Filings Online (MBLS): https://mblsportal.sos.mn.gov/Business/Search
- Minnesota Department of Revenue: https://www.revenue.state.mn.us/
- License Minnesota: https://mn.gov/elicense
- Minnesota Small Business Development Center Network: https://mn.gov/deed/business/help/sbdc/
- SBA Minnesota district office: https://www.sba.gov/district/minnesota
When to Get Professional Help
Order the certificate yourself when your entity is active, the renewal is current, and the requester's instructions are clear. Talk with a qualified business attorney or CPA if you are registering in another state, recovering a lapsed entity, or preparing a sale or loan that depends on the certificate.
Disclaimer: This guide is informational only and is not legal, tax, or financial advice. Fees, forms, and procedures are set by the Minnesota Secretary of State and other agencies and can change. Confirm current figures on the official agency pages before you file or pay.