Rules
How to Check a Company's Status Before Signing a Contract
How to check a company's status before signing: search the state registry, confirm the record and filing history, then check license, DBA and lien records.
What to take away
- To see how to check a company's status, start with the registry's status field: it shows whether the entity was in good standing in that office on the day you looked.
- Active means the entity can still do business in the jurisdiction. Delinquent, dissolved, revoked and suspended mean something has stopped.
- A certificate of good standing is a dated snapshot from a single office, not a live status check.
- Before signing or paying, pull the record yourself, note the date, and read the filings behind the status word.
- Licenses, DBAs and lien filings live in separate systems from the entity register.
Where the status field comes from
Every state and province keeps its own register. The California Secretary of State lists corporations, LLCs and other entities in one search. The Washington Corporations Division runs a similar search for its state. Delaware's Division of Corporations and the New York Department of State's Division of Corporations also provide official business entity searches. For another state, use the official business entity search maintained by that state's Secretary of State or equivalent agency. Neither the California nor Washington entity search shows a business license.
The record gives you the legal name, the entity number, the formation date, the registered agent and a status line. That status line is what a signing decision rests on.
The line changes when annual reports go unfiled, fees go unpaid, or the state acts against the entity. Nothing on the page tells you the change is coming.
The status words you will actually read
Most registries use a small set of words, and the differences matter.
Registry Status Words Compared
Status shown
- Active
- Filings and fees current
- Delinquent
- Filing or fee overdue
- Suspended or revoked
- State stopped business
- Dissolved or cancelled
- Entity has ended
- Merged or converted
- Exists under another record
What it signals
- Active
- Note lookup date
- Delinquent
- Ask for cure proof
- Suspended or revoked
- Do not sign yet
- Dissolved or cancelled
- Contract with successor
- Merged or converted
- Trace surviving entity
Before signing
- Active
- Delinquent
- Suspended or revoked
- Dissolved or cancelled
- Merged or converted
| Status shown | What it usually signals | What to do before signing |
|---|---|---|
| Active | Annual filings and fees are current | Note the lookup date and keep the record |
| Delinquent or not in good standing | A filing or fee is overdue, the entity still exists | Ask for proof it is cured, or hold payment |
| Suspended or revoked | The state has stopped the entity from doing business | Do not sign without a cure or a new entity |
| Dissolved or cancelled | The entity has ended, on purpose or not | Contract with a successor, or not at all |
| Merged or converted | The entity now exists under another record | Trace the surviving entity and check its status |
Example: a dated status check on a supplier
You are about to sign a two year supply contract with a company registered in California. The register says active.
You open the filing history and see the last annual report was filed eleven months ago and a Statement of Information is overdue.
You note the date of the search, save the page, and set a reminder to recheck before the first renewal. That reminder is the point of a dated check.
Why a certificate of good standing is not a status check
A certificate of good standing is issued on request and covers one entity in one office at one moment. The California Secretary of State explains the certificate of good standing scope and what it leaves to other agencies.
If the certificate is four months old, it proves the entity was fine four months ago. It says nothing about today. For a contract, treat the certificate as a starting document and verify the register on the date you sign.
Steps to verify a company before signing
Use the official registry for the state where the company was formed. If it registered to do business in other states, search those states' official entity records too.
- Identify the contracting entity.Use the legal name on the contract, not just a brand or DBA, and note the state where it was formed.
- Search the official registry.Open that state's business entity search page and enter the legal name shown on the contract. If several results appear, compare the entity number, entity type and jurisdiction; use the entity number to reach the exact record when you have it.
- Match and inspect the record.Compare its legal name and entity number with the contract. Check the status, formation date and registered agent fields.
- Review the filing history.Open the record's filing-history or document-history link; the label varies by state. Check the most recent required filing and any notices about delinquency, suspension or revocation. California uses a Statement of Information for applicable entities; other states may call for an annual report.
- Save and recheck.Note the lookup date and save the record. If the status is not active or the record does not match the contracting party, resolve the discrepancy before signing. Check the official record again on the signing date.
Verify a Company Before Signing
- Pin down legal name and registration state
- Search official register, open entity record
- Read status line, note lookup date
- Open filing history for reports and changes
- Check licenses, DBAs and lien filings
- Save dated results, set recheck date
Licenses, DBAs and lien searches sit elsewhere
An entity registration is not a license. A company can sit active in the register and still lack the permit it needs for the work you are buying. The SBA guide on business licenses and permits draws the line between forming an entity and getting permission to operate. Use the SBA's business licenses and permits resource to identify possible requirements, then confirm them with the federal, state or local agency that issues the license.
A DBA, also called a fictitious name, is filed at the state or county level and does not create a new entity. Search the assumed-name or fictitious-name records maintained by the state office or county clerk that handles filings where the name is used; the responsible office varies by jurisdiction. UCC lien filings sit in a separate index, searched by debtor name. Search the Secretary of State's UCC records in the state where the financing statement was filed.
NUANS reports and name searches answer different questions
A Canadian counterparty may send a NUANS report instead of a status page. That report searches names, not standing, and it expires in about 90 days. If it is the document on your desk, then what a NUANS report costs in Canada and what it leaves out decides your next step.
Corporations Canada publishes a guide to NUANS report contents that lists the searches inside it.
A name search also does four different jobs: confirming a counterparty, clearing a name to register, clearing it to use, and finding the entity behind it. Business name search priorities sorts out which job you actually have.
Common questions
Does an active status mean the company will pay my invoice?
No. Status shows only that the entity is current with that office. Payment risk depends on liens, judgments and cash, which the register does not show.
How old can a certificate of good standing be before it stops helping?
Treat a certificate older than one annual filing cycle as stale. Verify the register again on the day you sign.
Which registry do I search if the company works in several states?
Start with the state of incorporation, using that state's official business entity search. Then check the official entity search in each state where the company registered as a foreign entity. A revoked status in one state is a warning to investigate the company's standing elsewhere.
Is a business license the same as a registration?
No. A license grants permission to operate. A registration creates the entity. One can exist without the other.
