The Document Texas Actually Issues
Texas does not print anything called a certificate of good standing. Ask for one and the state hands back a Certificate of Fact - Status, issued under seal by the Texas Secretary of State. The face of the document reports that the entity is on file, that its registration has not been forfeited, and that the public record shows no termination. That is what a lender, a title company, or a county clerk is really asking for when the checklist says good standing.
The naming gap causes real friction. Closing checklists drafted by out-of-state counsel routinely demand a certificate of good standing from the Texas Secretary of State. Search the fee schedule for that phrase and nothing comes back, because Texas does not sell a product under that name. Order the Certificate of Fact - Status instead and the checklist item is satisfied. Our good standing overview maps the equivalent document in every state, which is the fastest way to translate a checklist written for Delaware into something a Texas clerk will recognize.
What the Texas certificate is silent about
Read narrowly, the certificate reports the state of the filing record on the day it was pulled and nothing more. It says nothing about local permits, nothing about whether an assumed name filing has lapsed at the county, and nothing about whether the registered agent is still opening mail. Borrowers sometimes hand a fresh certificate to a lender as if it were a clean bill of health for the whole business. It is a narrow statement about one register, and a company can be perfectly current on that register while sitting in breach of a covenant the certificate never touches.
Two Agencies Stand Between You and the Certificate
Texas splits the work between two offices, and the split is where most requests come apart. The Secretary of State holds the formation record and prints the Certificate of Fact - Status. The Comptroller of Public Accounts holds the franchise tax account and prints an entirely different document, the Certificate of Account Status. They are not substitutes for each other, and the second one governs the first: when the Comptroller forfeits an entity's right to transact business for an unfiled Franchise Tax Report, that forfeiture lands on the Secretary of State record, and the status certificate reports it.
That sequence explains the single most common bad outcome in Texas. The owner has never missed a Secretary of State filing, orders the certificate with confidence, and receives a document that the lender rejects on sight because the tax side of the house went quiet two years ago. Confirm account status with the Comptroller before spending the $15, not after the certificate arrives.
The May 15 franchise tax trap
Every taxable entity registered in Texas files a Franchise Tax Report together with a Public Information Report by May 15. There is no filing fee attached to the report, which is precisely why owners forget it: no invoice ever arrives. Miss it and the penalty is $50 plus 5 percent per month on tax owed, and prolonged silence ends in forfeiture of the right to transact business. The mechanics, including the no-tax-due threshold that applies to most small entities, are set out in our Texas annual report guide.
Fee, Route, and Turnaround
Requests run through the Secretary of State's business filings service at sos.state.tx.us, where the certificate can be ordered by entity name or by filing number. Have the exact registered name and the file number ready; a request keyed to a trade name rather than the legal name is the second most common reason a Texas order stalls.
| Item | Value |
|---|---|
| Document name | Certificate of Fact - Status |
| Issuing agency | Texas Secretary of State |
| Standard fee | $15 |
| Standard processing | 5-10 business days |
| Expedited fee | $25 |
| Expedited processing | 1-2 business days |
| Validity period | 60-90 days |
| Apostille available | Yes |
Texas prices this document at the low end of the national range. The $15 fee is a rounding error against the $300 certificate of formation fee for a Texas LLC, and the $25 expedite is the cheapest schedule insurance available anywhere in a closing budget. If the certificate is needed inside two weeks, pay it and stop thinking about it.
Paper originals and apostilles
Most Texas counterparties accept the PDF. Immigration filings, foreign bank onboarding, and some registry filings abroad want the sealed paper original, and anything crossing a border into a Hague Convention country needs an apostille from the Secretary of State on top of the certificate. Apostille processing is a separate queue of roughly 5-10 business days, so order both in one motion rather than waiting for the certificate to land before starting the second request.
Order a certificate
If you would rather not do this yourself, we pre-verify your compliance status, submit the request, and deliver the certificate as PDF and paper. Or keep reading and file it on your own. This guide covers everything you need either way.
What Happens When a Texas Request Is Refused
A refusal is not a neutral event. The $15 request fee is consumed whether or not a usable certificate comes back, and the clock that matters is the one attached to the transaction, not the one attached to the state.
Take an LLC that has skipped two Franchise Tax Reports. The state-side cure is $50 per delinquent report in penalty, so $100 before any tax, plus 5 percent per month on amounts actually owed. The reports have to be filed and posted, the Comptroller has to clear the account, and only then will a fresh Certificate of Fact - Status read the way a lender needs it to. Realistically that is two to six weeks, and the second $15 request sits at the end of it.
Where the number gets serious is downstream. A forfeited Texas entity that cannot be revived on the timeline a buyer will tolerate leaves one option: form a replacement and move the assets, which restarts at the $300 certificate of formation fee and drags every contract, license, and bank mandate into a novation exercise. A foreign entity that lets its Texas registration lapse pays $75 to register again, on top of whatever the home state charges to prove it still exists. Texas does not slam the reinstatement window shut the way many states do, so an entity forfeited years ago can still be brought back. What it cannot do is come back in the nine days before a closing.
The cost nobody budgets for
The largest number in this section is the one that never appears on a state fee schedule. A term sheet with an expiry date, a bank line that cannot fund without evidence of existence, a foreign qualification that has to be refiled because the certificate went stale: each of those is stalled by a $15 document. Our Texas reinstatement guide covers the cure path when forfeiture has already happened, and the compliance service exists so the question never arises mid deal.
Three Texas Requests, Start to Finish
Example 1: A single-member LLC borrowing against equipment
A solo contractor operating through a Texas LLC applies for a $180,000 equipment facility. The bank's document list includes evidence of good standing dated within 30 days of funding. The owner has filed every Franchise Tax Report on time but has never ordered a certificate. Ordering standard at $15 puts the document in hand inside 5-10 business days, comfortably ahead of a funding date four weeks out. Total state cost: $15. The only judgment call is timing, because a certificate pulled the day the application goes in will be more than 30 days old by the time the bank funds. Ordering it in the week before funding is the right move. Our notes on business banking cover what else the lender will ask for at the same time.
Example 2: A corporation under acquisition diligence
A Texas corporation with three shareholders signs a letter of intent. Buyer's counsel opens a diligence request list that asks for a Certificate of Fact - Status plus certified copies of the certificate of formation and every amendment. The company discovers its Public Information Report was filed a year late and the Comptroller had briefly forfeited the entity before it was cured. The certificate will now issue clean, but the diligence memo picks up the forfeiture history, and the buyer asks for a specific representation about it. State cost: $25 for the expedited certificate to hold the diligence schedule. Deal cost: a negotiated indemnity that would not have existed had the report been filed on time.
Example 3: A Texas LLC qualifying into Arkansas on a 30-day clock
A Texas LLC wins a construction contract across the state line and has to register in Arkansas before it can invoice. Arkansas charges $150 for the Application for Certificate of Authority and, critically, will only accept a home-state certificate dated within 30 days. That is one of the tightest windows in the country and it does not tolerate 5-10 business days of standard Texas processing plus a week of internal signature chasing. The workable sequence is to assemble and sign the Arkansas application first, then order the Texas certificate expedited at $25, then file within days of issuance. Our foreign qualification service runs both filings on one calendar so the certificate never ages out mid submission.
Five Mistakes That Sink a Texas Certificate Order
Mistake 1: Ordering before the delinquency is cured
What happens. The request goes in while a Franchise Tax Report is still outstanding or a forfeiture is still on the record.
Why it happens. Nothing about the Secretary of State record looks wrong from the outside, and the franchise tax report carries no fee, so its absence generates no reminder.
Consequence. The $15 is consumed, the certificate either does not issue or issues reporting forfeiture, and the cure takes two to six weeks and $50 per delinquent report in penalty.
Prevention. Check franchise tax account status with the Comptroller and the filing record with the Secretary of State before the request goes in. File anything missing, wait for the record to update, then order.
Mistake 2: Sending a certificate older than the receiving state allows
What happens. A certificate ordered weeks ago is attached to a foreign qualification packet in a state that measures its age from the issue date.
Why it happens. Texas itself accepts incoming certificates dated within 90 days, so 90 days feels like the universal rule. It is not. Arkansas, Michigan, and New Jersey stop at 30 days.
Consequence. The registration is rejected, the receiving state's filing fee may not be refunded, and the whole sequence restarts with a new $15 certificate.
Prevention. Read the receiving state's age limit first, then work backwards to a certificate order date that leaves the document fresh on the day the packet is filed.
Mistake 3: Confusing the certificate with the apostille
What happens. The sealed Texas certificate is couriered overseas on the assumption that a state seal is enough for a foreign authority.
Why it happens. Both documents carry a Texas seal and both come from the Secretary of State, so they look like the same product.
Consequence. The receiving registry or bank rejects the filing, and a second round trip adds 5-10 business days plus courier cost to a process that was already the long pole.
Prevention. Decide the destination country before ordering. If it sits inside the Hague Convention, request the certificate and the apostille together.
Mistake 4: Requesting the wrong Texas certificate
What happens. The order comes back as a Certificate of Account Status from the Comptroller, or as a certified copy of the certificate of formation, when the counterparty wanted the Certificate of Fact - Status.
Why it happens. Texas issues at least three documents that owners describe as proof the company exists, and two different agencies print them.
Consequence. Time and fees spent on a document the counterparty will not accept, then a second order behind it.
Prevention. Ask the requesting party what the document has to say, not what it is called. If the answer is that the entity exists and is not forfeited, the Certificate of Fact - Status is the one.
Mistake 5: Leaving no runway before the closing date
What happens. The certificate is ordered inside the final week before signing.
Why it happens. A $15 administrative item sits at the bottom of every closing checklist and gets treated as instant.
Consequence. Standard processing of 5-10 business days alone eats the window, and any compliance defect found during processing cannot be cured in time.
Prevention. Order two to three weeks out. That is late enough to stay inside a 60 to 90 day freshness window and early enough to absorb one bad surprise.
How File.Business Runs a Texas Certificate Order
We start on the Comptroller side, because that is where Texas requests fail. Franchise tax account status and Public Information Report history get checked before any money moves. If something is outstanding we say so, quote the cure, and give you the realistic date a clean certificate can exist, rather than spending your $15 to discover it.
From there the request goes through the Secretary of State, standard or expedited depending on your closing date, with daily monitoring until issuance. The certificate is delivered as a PDF to your document vault and, where a counterparty insists on wet ink, as a sealed paper original. International matters get the apostille request placed in parallel rather than in sequence.
Portfolios and repeat requests
Groups holding several Texas entities usually need certificates dated inside the same window, which is a sequencing problem rather than a filing problem. We time the orders so every certificate in the set is fresh on the closing date, and keep the underlying entities current through annual report management so the next request is a formality. Where an entity has already been forfeited, we run the reinstatement first and the certificate behind it.
Frequently Asked Questions
What is a Texas certificate of good standing actually called?
Texas issues a Certificate of Fact - Status. There is no Texas document titled certificate of good standing, so a checklist asking for one is satisfied by the Certificate of Fact - Status from the Texas Secretary of State.
How much does a Texas Certificate of Fact - Status cost?
The state fee is $15 for standard processing and $25 for expedited processing.
Which agency issues the Texas certificate, the Secretary of State or the Comptroller?
The Texas Secretary of State issues the Certificate of Fact - Status. The Comptroller of Public Accounts issues a different document, the Certificate of Account Status, which reports the franchise tax account rather than the corporate record.
How long does a Texas Certificate of Fact - Status take?
Standard processing runs 5-10 business days. Expedited processing runs 1-2 business days for an additional $25.
How fresh does the certificate need to be?
Most banks and counterparties want a Texas certificate dated within 60 to 90 days of the transaction. Texas itself accepts incoming certificates from other states dated within 90 days, but receiving states set their own limits and several stop at 30 days.
Why would a Texas certificate request be refused?
The usual causes are an unfiled Franchise Tax Report or Public Information Report, a forfeiture on the record following prolonged delinquency, a registered agent who has resigned, or a request keyed to a trade name rather than the legal entity name. Cure the underlying issue, let the record update, then reorder.
Can a Texas certificate be used abroad?
Yes, with an apostille from the Texas Secretary of State for countries inside the Hague Convention. Request the apostille at the same time as the certificate, because the apostille queue adds roughly 5-10 business days on its own.
Need a Texas Certificate of Fact - Status?
File.Business pre-verifies your entity's compliance status, submits the request, monitors processing daily, and delivers the certificate as PDF + paper original. For international use we coordinate the apostille in parallel. One engagement, end to end.
Doing this in Texas specifically: Texas certificate of good standing covers the detail for this state, including the current fee and the exact form the agency expects.
This guide is written from the official sources below. Fees, forms, and deadlines change; confirm the current requirement with the agency before you file.
Disclosure. File.Business is a private filing service, not a government agency and not a law firm. We prepare and submit filings at your direction, and nothing on this page is legal or tax advice. Filing fees, deadlines, and statutory references are current as of the last-updated date shown above and can change. Confirm current requirements with the relevant state agency before you file.
