This guide from Everbrook Credit in Leesburg, Virginia explains what the Virginia State Corporation Commission issues to show an entity is active, where owners order it, and where it fits in a funding file. It is not legal advice; confirm details with the SCC.
Virginia SCC Certificate of Good Standing: What Hotel Owners Keep on File for Lenders
The State Corporation Commission's Office of the Clerk keeps Virginia's records of corporations and LLCs. For a corporation, the document lenders call a certificate of good standing is issued under that name. For an LLC, the SCC issues a certificate of fact of existence, which lenders treat as the LLC's good standing certificate.
A hotel owner whose property is held in an LLC and operated by a corporation may need a certificate for each entity. A lender funding the operating company will ask for that company's certificate; one with a lien on the property may ask for the holding LLC's too.
An entity formed in another state and registered to do business in Virginia is a foreign entity on the SCC's records. A lender may ask for a certificate from the home state as well as proof of the Virginia registration, so check both records before a request goes out.
Getting the Virginia Certificate of Good Standing for LLC Sorted Before You Apply
Owners order certificates through the SCC's Clerk's Information System, the online system where entity records are searched and filings made. A certificate ordered there can be downloaded once paid; the SCC also accepts written requests. Check the current fee in the system before ordering.
- Search the entity by its exact registered name or SCC ID.
- Confirm its status reads active before ordering.
- Order the certificate type that matches the entity: good standing for a corporation, fact of existence for an LLC.
- Save the downloaded PDF with the date; lenders may want one issued recently.
Order the certificate close to the date a partner asks for it. A certificate pulled months earlier shows the status on that day only, and a partner reviewing a request may want one from the past few weeks.
Virginia Certificate of Good Standing Search: Where It Fits in a Funding File
Searching the entity in the Clerk's Information System shows its status, its registered agent, its principal office and its filing history. A funding partner may run the same search. If the record shows anything other than active, sort it out before sending the request, because a partner reading an inactive status will stop and ask.
The search is also a good check on names. The legal name on the SCC record should match the name on the bank account, the tax returns and the request. A trade name used for marketing is a separate filing, and a partner may ask how the two connect.
If the registered agent shown on the record has changed, file the update before the funding request. Notices sent to an old agent can be missed, and a missed notice is one way an entity drifts out of active status.
Virginia Letter of Good Standing: What Chiropractic and PT Clinics Keep on File for Lenders
Some lenders ask for a "letter of good standing." In Virginia, the document that answers that request for a corporation is the SCC certificate of good standing, and for an LLC the certificate of fact of existence. A chiropractic or physical therapy clinic held in a professional corporation or professional LLC gets the matching certificate from the SCC in the same way.
Professional entities also hold professional licenses from state licensing boards. Those are separate from SCC standing; a lender may ask for both.
Annual Reports, Registered Agents and Other Reasons an Entity Falls Out of Standing
Entities fall out of active status for a few common reasons: an unpaid annual registration fee, a missing or resigned registered agent, or, for corporations, a missed annual report. The SCC's records show the status, and its notices explain what is due.
Reinstatement may be possible, but it takes time and may carry fees. Check the entity's status well before a funding request goes out, not the week a lender asks.
The Certificate Beside the Rest of a Loudoun County, VA Funding File
In a Loudoun County, VA funding file, the certificate sits with the documents that prove who and where the business is: the SCC certificate, the local business license from the town or county, and the business tax registration with Virginia Tax. Together they show a partner the business is legally formed, licensed where it operates and registered for state taxes.
Virginia Tax registration is described on the Virginia Tax business registration page. The BPOL guide covers local licenses, the Leesburg, VA page covers local figures, and the funding comparison shows where each funding type asks for these records. Licensing and zoning guides are listed on the guides page.
A buyer purchasing a business that is itself an LLC or corporation should ask the seller for a current certificate before closing. It confirms the entity selling the assets, or the shares, is active and able to sign.
By Everbrook Credit · Updated