Maryland Certificate of Good Standing: How to Get One, and What to Do When SDAT Says No

The request usually shows up at a bad moment. A lender wants it before the loan closes. A buyer's attorney asks for it the week of the sale. Another state won't register your company until it sees one. A general contractor needs it for a bid due Friday. In every case, somebody wants official proof that your Maryland company exists and is current with the state, and they want it now.

For most companies, getting that proof takes a few minutes and twenty dollars. For a company that has fallen behind on its filings, the same request turns into a project, because Maryland will not issue the certificate until the problem behind it is fixed. This guide covers both situations.

What the Certificate Actually Proves

In Maryland, business entity records are kept by the State Department of Assessments and Taxation, known as SDAT, not by the Secretary of State as in most other states. That trips up a lot of people searching for the "Maryland Secretary of State good standing certificate." The document you want comes from SDAT, and SDAT calls it a Certificate of Status. Lenders, attorneys and other states usually call it a Certificate of Good Standing. It is the same piece of paper.

The certificate confirms that the company is registered with the state and is current on its Annual Report and business personal property filings. It does not expire on a set date. Instead, whoever asked for it decides how recent it has to be. Banks, closing offices and other states' registration offices each set their own limit, so ask before you order.

Who Asks for One and Why

• Banks and Lenders. A loan, line of credit or new business account often requires proof the borrower is in good standing.
• Buyers and Their Attorneys. In the sale of a business or its property, the buyer wants to know the seller still legally exists.
• Other States. A Maryland company registering to do business somewhere else usually has to show a recent certificate from Maryland.
• Government Agencies and Large Clients. Contract bids and vendor setup packets frequently ask for one.
• Licensing Offices. Some county and state licenses check good standing before they renew.

Three Ways to Order It

If your company is already in good standing, ordering the certificate is simple. SDAT's fee is $20, per its published fee list.

For a company in good standing, online is the way to go, and you don't need anyone's help. Look the company up, pay, and download the certificate. The rest of this guide is for the moment that doesn't work.

Check Your Status Before You Promise Anyone a Certificate

Before you tell a lender the certificate is on its way, look your company up in SDAT's Business Entity Search on Maryland Business Express. The General Information tab shows the status. You will see one of a few things:

• Active and in Good Standing. Order the certificate and you're done.
• Not in Good Standing. The company still exists, but SDAT considers it out of compliance with one or more Maryland laws. No certificate until that's fixed.
• Forfeited. The company's right to do business in Maryland has been taken away. For a Maryland corporation, it no longer exists under state law until it is revived.

One status can't be undone. A company that was voluntarily terminated also shows as not in good standing, and SDAT treats that termination as permanent.

Why SDAT Says You're Not in Good Standing

According to SDAT, these are the usual causes:

• A missing Annual Report and Business Personal Property Return (Form 1)
• An unpaid penalty for filing that report late
• A check or payment to SDAT that bounced
• No active resident agent on file
• A hold from the Comptroller of Maryland
• A hold from the Maryland Department of Labor

The missing Annual Report is by far the most common. Every LLC and corporation files one every year, starting the year after it was formed, due April 15. For an LLC or a regular corporation the fee is $300. Nonstock (nonprofit) corporations file at no charge but still have to file. If April 15 is going to be tight, SDAT allows a free extension to June 15, but only if you ask for it on or before April 15. A company that skips a year slides into not in good standing. Keep skipping, and Maryland eventually forfeits it. Our Maryland Annual Report guide covers the fees, the extension and late penalties in detail.

Getting Back in Good Standing

SDAT's own Good Standing Checklist lays out the order:

1. Look up the company's status and see which years are missing.
2. File every overdue Annual Report and Personal Property Return.
3. Pay the penalties shown on the Annual Report/Personal Property tab.
4. Make sure the company has an active resident agent and principal office.
5. Clear any hold from the Department of Labor or the Comptroller, and get the clearance letter.
6. Pay any returned-payment fee, plus the original amount.

Some of these are quick. A missing resident agent is fixed with a short resolution appointing a new one, which can be filed online or on paper. A bounced payment is cleared by paying the original amount plus SDAT's $30 returned-check fee by money order, certified check or cash; after that, SDAT won't take that company's checks anymore. A Comptroller or Department of Labor hold is the slow one, because SDAT won't move until that agency sends you a letter saying the issue is resolved.

One detail catches people off guard. Once the late reports are filed online, SDAT says it takes 3 to 5 business days for the company's record to update to good standing. If your closing is on Thursday and you file the reports on Wednesday night, the certificate may not be available in time. That's exactly the situation where getting the paperwork in front of a clerk matters.

When the Company Has Already Been Forfeited

A forfeited company needs everything on the list above, plus one more filing that brings it back to life:

• Maryland corporations file Articles of Revival.
• Maryland LLCs file Articles of Reinstatement.
• Limited partnerships and LLPs file a Certificate of Reinstatement.
• Out-of-state companies file the re-qualification or re-registration form for their entity type.

That filing carries SDAT's $100 base fee, plus $50 to expedite. If the company ever reported business personal property, SDAT also wants a tax clearance certificate from each county or city where that property was reported, and a payment receipt or email won't do. An out-of-state company also needs a fresh certificate of good standing from its home state, dated within 60 days.

These filings can be submitted online, but standard review takes weeks, and SDAT's online rush adds $325 per document. Handed in at SDAT's counter, the state reports document approvals in under 30 minutes.

Mistakes That Cost an Extra Week

Most delays in getting back to good standing come from a handful of small errors that send paperwork back for a second round:

• Filing the Reports but Not the Penalties. The late reports clear one problem; the penalties shown on the Annual Report/Personal Property tab are a separate balance, and the status won't change while they're open. Penalties that sat unpaid for three years or more get sent to the state's Central Collection Unit, and proof of that payment has to ride along with any revival.
• A Post Office Box for the Resident Agent. Maryland requires a street address in Maryland for both the principal office and the resident agent. A P.O. box gets rejected.
• A Receipt Instead of a Tax Clearance Certificate. If the company ever reported business personal property, SDAT wants the county's actual clearance certificate. Many counties don't issue one unless you ask for it by name.
• The Wrong Company. Similar names are common. Match the SDAT Department ID on every page, not just the name.
• Unsigned Lines. Revival and reinstatement forms need the right people's signatures and the resident agent's consent. One blank line means the filing comes back.

Good Standing, Certified Copies and Apostilles Are Different Things

A Certificate of Status says the company exists and is current. It doesn't include the company's formation documents. If a bank or another state asks for your articles of organization or articles of incorporation, that's a certified copy, which SDAT sells separately: $20 for the first copy plus $1 a page. And if the certificate is headed to another country, it may need an apostille, which comes from the Maryland Secretary of State's office in Annapolis rather than from SDAT. Ask the person requesting the paperwork exactly which of the three they need, because ordering the wrong one costs you the same time as ordering nothing.

When the Deadline Won't Wait

This is the part of the process we handle. You or your attorney or accountant prepare and sign the overdue reports and the revival or reinstatement paperwork. You upload it to us through our secure upload. We read it over for the mistakes that get filings sent back, book the SDAT appointment, advance the state's fees at the counter and scan SDAT's receipt back to you the same day. Once the company shows good standing, the certificate is a $20 order away.

Our price is $165 flat for the first document and $49 for each additional document at the same appointment, plus the state's fees at cost. You can follow our courier on a live map from the moment we leave our dispatch depot until we walk away from the counter.

Start an SDAT Filing

A Quick Checklist

• Ask the person requesting it how recent the certificate has to be
• Look up the company's status on Maryland Business Express
• In good standing: order the $20 certificate online
• Not in good standing: file the missing reports and pay the penalties
• Clear any Comptroller or Department of Labor hold, with the letter
• Forfeited: add the revival or reinstatement and any tax clearance certificate
• Tight deadline: have the paperwork filed at SDAT's counter

For SDAT's fees, speeds and appointments in more detail, see our SDAT filing guide, or go straight to our SDAT Filing Services page.

Fees and processing times come from SDAT's published forms and fee schedule, and can change. We confirm the current amounts on every filing before we go in. We file paperwork you or your attorney or accountant prepare; we don't give legal or tax advice.