Texas Certificate of Good Standing: Certificate of Fact vs Certificate of Account Status
Texas Certificate of Good Standing: Certificate of Fact vs Certificate of Account Status
Banks, lenders, landlords, and out-of-state agencies often ask for a "certificate of good standing" when they want proof that your Texas business is in order. Texas does not issue one document under that name. Instead, two agencies issue two different certificates that answer two different questions. The Texas Secretary of State (SOS) issues the Certificate of Fact. The Texas Comptroller of Public Accounts issues the Certificate of Account Status. Ordering the wrong one costs money and delays your deal, so this guide explains what each certificate shows, what each costs, and how to tell which one the requester wants.
This article is informational content, not legal or tax advice. If your entity is forfeited, owes franchise tax, or the request comes from a lender or government body with specific wording, talk with a qualified attorney or CPA before you respond.
Start with the question: which office does the requester want?
Before you order anything, ask the bank, lender, or other state exactly which document it needs. Many requests say "certificate of good standing" without naming an agency. Ask one question: "Do you want the Secretary of State certificate, the Comptroller certificate, or both?" Some institutions accept either. Others specify one. Get the answer in writing so you do not pay for a second order.
Texas has no state general business license, so neither certificate is a license. Neither one is a permit to operate. Each is a record of your entity's status with one agency on one date. Counties license nothing for a typical business either. The only county filing most owners encounter is the assumed name certificate for a sole proprietor or general partnership, which is filed with the county clerk.
The Secretary of State Certificate of Fact
The Secretary of State handles entity formation. An LLC files its Certificate of Formation (Form 205), and a corporation files its Certificate of Formation (Form 201). The filing fee for either is $300. The Certificate of Fact is the SOS's way of confirming that record to a third party.
The standard Certificate of Fact confirms existence or status and costs $15. If the requester needs more detail, a long form certificate of existence lists the filings the SOS has on record for your entity and costs $25. Certified copies of documents on file cost $1 per page plus $15 for the certification, according to Form 806 (rev 09/26). Expediting any certificate request adds $10.
Check your entity's record before you order. Use the SOS business search at https://www.sos.state.tx.us/corp/searches.shtml to confirm the exact legal name and filing number. The certificate reports what the SOS record shows. If the search already shows a problem, the certificate will not hide it, and a clean certificate ordered on a bad record will not satisfy a lender who checks the same record.
The SOS does not publish a guaranteed standard turnaround for certificate requests. Confirm current timing with the SOS before you commit to a closing date. Use the official SOS site at https://www.sos.state.tx.us/corp/index.shtml for the current request methods and forms.
The Comptroller Certificate of Account Status
Texas levies no corporate income tax and no state personal income tax. Its main business tax is the franchise tax, a privilege tax administered by the Comptroller. The Comptroller Certificate of Account Status, Form 05-305, shows the standing of your franchise tax account. Request it through Comptroller Webfile or on Form 05-359. It is the document to request when a lender, bank, or agency asks about your Texas tax standing.
This guide does not list the Comptroller's current fee or processing time, so confirm both on the Comptroller's tax page at https://comptroller.texas.gov/taxes/ before you order. Do not rely on a figure from an older article, including this one, for either the fee or the turnaround.
What the Comptroller is checking
The franchise tax runs through an annual report. Texas uses a no tax due revenue threshold of $2,650,000 for the 2026 and 2027 report years. Entities at or below that total revenue owe no tax, but they must still file a Public Information Report or an Ownership Information Report. Reports are due May 15 each year. The Public Information Report goes to the Comptroller, not the SOS, and it is filed alongside the franchise tax report.
Entities above the threshold pay tax at 0.375 percent for retail and wholesale businesses and 0.75 percent for all other entities. Entities with less than $20 million in total revenue may use the 0.331 percent EZ Computation rate. Confirm which rate and computation method applies to your entity with the Comptroller or a CPA, since the answer depends on your reported revenue.
A missed report is the most common way an entity falls out of good standing with the Comptroller. A zero-tax entity still has to file, so an entity that assumes "no tax due" means "nothing to file" can end up with a problem that a certificate will reveal.
Side-by-side comparison
| Feature | SOS Certificate of Fact | Comptroller Certificate of Account Status |
|---|---|---|
| Issuing agency | Texas Secretary of State | Texas Comptroller of Public Accounts |
| What it confirms | Existence and status on SOS records | Franchise tax account standing |
| Form or request method | SOS certificate request | Form 05-305, requested through Webfile or Form 05-359 |
| Fee | $15 standard; $25 long form certificate of existence listing filings | Check the Comptroller's page for the current fee |
| Expedite option | $10 added to the request | Check with the Comptroller |
| Turnaround | No guaranteed standard turnaround published; confirm with the SOS | Check the Comptroller's page for current timing |
| Best fit when | The requester wants proof the entity exists or is active | The requester asks about franchise tax or account standing |
Ordering the right one: a short checklist
- Get the requester's exact wording and the agency it names, in writing.
- Search your entity on the SOS business search to confirm the legal name and current status.
- Check your Comptroller franchise tax account for any missing Public Information Report or unpaid tax.
- Order the SOS Certificate of Fact, the Comptroller Certificate of Account Status, or both, as the requester specified.
- Note the issue date on each certificate, and ask the requester whether it has a maximum age for acceptance.
A note on DBA names
The certificates report your legal entity name, not the name you use with customers. If your LLC, corporation, or other registered filing entity operates under a different name, the assumed name certificate is a separate filing. It is filed with the SOS on Form 503 for $25, and it must be refiled before it expires. Confirm the name on the request matches the legal name on the certificate, or the requester may reject the document.
If your entity is forfeited
A forfeited entity is not in good standing with the state agency that issued the forfeiture. Forfeiture follows unresolved obligations, typically missed franchise tax reports or unpaid tax. A certificate will not clear a forfeiture. It will report the problem, and you must cure it first. The cure has four steps:
- File all missing reports.
- Pay the tax, penalty, and interest owed.
- Obtain a Comptroller tax clearance letter (Form 05-377).
- File SOS Form 801 to set aside the forfeiture. The fee is $75 for for-profit entities and $0 for nonprofits.
Each office sets its own processing time, so ask each one for current turnaround before you set a deadline. An entity that needs a certificate for a loan closing should start the cure process as soon as it learns of the problem, not the week before closing.
Common mistakes to avoid
- Ordering only the SOS certificate when the bank asked about tax standing. Ask which agency the requester means before you pay.
- Expecting a certificate to fix a problem. A certificate reports status. It does not cure a forfeiture or a missing report.
- Reusing an old certificate. Lenders often set their own age limit, so get the requirement before you rely on a document from months ago.
- Skipping the search. A few minutes on the SOS business search and your Comptroller account shows you what the certificate will say.
- Treating the no tax due threshold as a filing exemption. Entities at or below $2,650,000 still file the Public Information Report or Ownership Information Report.
Frequently asked questions
Does Texas issue a "certificate of good standing"?
Not under that name. The two certificates described here are the documents agencies and institutions usually mean when they ask for proof of good standing. The SOS Certificate of Fact covers existence and status. The Comptroller Certificate of Account Status covers franchise tax standing.
Can I order both certificates?
Yes. Each agency issues its own certificate, and you order them separately. If the requester asks for both, order both and confirm each issue date before you send them.
Does a certificate prove my business is compliant with everything?
No. Each certificate covers only what its agency tracks. The SOS certificate does not address your franchise tax account, and the Comptroller certificate does not replace an SOS record. Other licenses and permits that apply to your business activity are not covered by either document. The Texas Business Licenses and Permits Guide from the Texas Economic Development and Tourism Office is the state's reference for those requirements.
Who can help if my situation is complicated?
A qualified attorney can advise on forfeiture, lender requirements, and entity records. A CPA can advise on franchise tax reporting and the Comptroller account. The Texas Small Business Development Center Network at https://www.sbdctexas.org/ is another source for general business guidance.
Official sources
- Texas Secretary of State: https://www.sos.state.tx.us/corp/index.shtml
- SOS business search: https://www.sos.state.tx.us/corp/searches.shtml
- SOSDirect online filing: https://direct.sos.state.tx.us/acct/acct-login.asp
- Texas Comptroller of Public Accounts: https://comptroller.texas.gov/taxes/
This content is informational only and does not constitute legal or tax advice. Confirm all fees, processing times, and filing requirements with the agency that issues the document before you order or file, and consult a qualified attorney or CPA for complex situations.