A Texas Certificate of Filing is the document the Texas Secretary of State issues back to you after accepting a business entity’s formation or registration paperwork. It confirms the state has processed and approved the filing, and it is your earliest legal proof that the entity exists. If a bank, lender, or agency has asked for “proof of good standing,” though, they usually want a different document called a Certificate of Fact – Status, which you order separately.
What the Certificate Proves
When the Secretary of State accepts your certificate of formation (or, for an out-of-state entity, your registration), the office issues the Certificate of Filing in return. It is both a receipt and evidence that the state approved and recorded the entity’s creation.
Texas courts and government offices are required to accept a certificate issued by the Secretary of State as evidence of the facts it states. That gives the document real legal weight: it proves the entity’s formation date and its registered name, not just that you paid a fee.
Third parties can confirm a Certificate of Filing is genuine through the Secretary of State’s free online Certificate Verification tool, which covers certificates issued on or after January 1, 2006.1Office of the Texas Secretary of State. Certificate Verification
What Information Appears on It
The certificate is short. It carries only what the Secretary of State drew from your formation document:
- The entity’s exact legal name as filed
- The entity type (LLC, corporation, limited partnership, or another recognized form)
- The date the formation document was filed and became effective
- The unique file number the Secretary of State assigned to the entity
It does not list assumed names. A DBA requires a separate filing on Form 503, with its own $25 fee.2Office of the Texas Secretary of State. Assumed Name Certificate – Form 503 It also does not show owners, members, or officers. That information sits in the underlying formation document or in periodic reports, not on the certificate itself.
Certificate of Filing vs. Certificate of Fact – Status
These two documents get confused constantly, and the difference matters when someone asks you for paperwork.
A Certificate of Filing is issued once, at the moment the Secretary of State approves your formation. It proves when you formed and what you filed. A Certificate of Fact – Status is a separate document that you order later, and it proves your entity’s current standing: active, forfeited, or terminated.3Office of the Texas Secretary of State. Copies and Certificates
When a bank, investor, or licensing agency asks for proof that your business is “in good standing,” they almost always want the Certificate of Fact – Status, not your original Certificate of Filing. It shows the entity’s current legal name, its formation date, and a statement of present status.
Both of these are separate from the Certificate of Account Status (sometimes called a “certificate of good standing”) issued by the Texas Comptroller. The Comptroller’s certificate speaks to your franchise tax account, not your formation records at the Secretary of State.4Texas Comptroller of Public Accounts. Franchise Tax Account Status Banks and lenders sometimes ask for both.
When Each One Gets Used
Predictable moments where one or the other shows up:
- Opening a business bank account. Some banks accept the original Certificate of Filing; others want a current Certificate of Fact – Status.
- Signing significant contracts, especially real estate transactions and large vendor agreements where the counterparty wants proof the entity is duly formed and active.
- Obtaining industry licenses and local permits that require evidence of entity formation.
- Registering your Texas entity to do business in another state. The foreign filing office typically requires a Certificate of Fact – Status (often called a “certificate of good standing”).5Office of the Texas Secretary of State. Instructions for Ordering Copies and Certificates Using SOSDirect
- Bringing on investors or lenders who want to confirm the entity exists and stands in good standing with the state.
How to Order Copies or a Status Certificate
Before you start, have the entity’s exact legal name and its Secretary of State file number ready.
Where to Order
As of September 2025, the Secretary of State accepts certificate and copy requests through three channels: SOSDirect (the online portal), email to corpcert@sos.texas.gov, and mail.3Office of the Texas Secretary of State. Copies and Certificates Fax is no longer accepted for any business filing or request following a change enacted by Senate Bill 2411.6Office of the Texas Secretary of State. Business Services – Section: Notice Change to Delivery Methods
What It Costs
A Certificate of Fact, which includes certificates of existence and status, costs $15. A Long Form Certificate of Existence, which adds a list of every filing associated with the entity, costs $25. Certified copies run $1 per page plus a $15 certification fee.7Office of the Texas Secretary of State. Business Filings and Trademarks Fee Schedule
For orders placed outside SOSDirect, an additional $10 expedite fee applies per certificate or certified copy request if you need faster turnaround.7Office of the Texas Secretary of State. Business Filings and Trademarks Fee Schedule SOSDirect orders do not carry an expedite fee.
How Long It Takes
SOSDirect is the fastest route. Certificates of Fact and certified copies of imaged documents ordered through SOSDirect are typically emailed back within two hours, at no expedite charge. For orders placed outside SOSDirect, regular handling takes about one business day and expedite handling brings the turnaround down to roughly two hours.8Office of the Texas Secretary of State. Filing and Other General FAQs Copies of documents that have not yet been digitally imaged can take up to three business days regardless of how you order.
Why Good Standing Can Slip
Your original Certificate of Filing proves the entity was properly formed. It says nothing about whether the entity is still in good standing today, and that gap catches business owners off guard.
The Secretary of State can involuntarily terminate a filing entity for failing to file required reports or pay fees, or for failing to maintain a registered agent or registered office in Texas. The entity gets notice by mail and has 90 days to fix the problem before termination takes effect.9State of Texas. Texas Business Organizations Code BUS ORG 11-251
Separately, the Texas Comptroller can forfeit an entity’s right to transact business for failure to pay franchise taxes. Forfeiture does not make the entity disappear, but it strips away the legal authority to do things like file lawsuits, enter into contracts, or close a sale. Many owners only discover the problem when a Certificate of Fact – Status comes back showing something other than “active.”
Reinstatement is possible, but it takes coordinated steps at both agencies: file the missing franchise tax and information reports, pay the taxes, penalties, and interest, request a Tax Clearance Letter from the Comptroller, then submit that letter to the Secretary of State with reinstatement forms and fees.10Texas Comptroller of Public Accounts. Reinstating or Terminating a Business The full process can run several weeks.
Using the Certificate Outside the United States
If you need to present a Texas business document in another country, the Secretary of State is the only Texas agency authorized to issue an apostille or authentication for Texas public records.11Office of the Texas Secretary of State. Apostille/Authentication of Documents The office issues a “universal Apostille certificate” accepted in every country party to the Hague Apostille Convention.
For business and corporate documents such as a certificate of formation, the standard authentications unit does not handle the request. You contact the Corporation Certifying Team to arrange a universal apostille for original certified business documents on file with the office.11Office of the Texas Secretary of State. Apostille/Authentication of Documents For countries that have not joined the Apostille Convention, you will also need authentication from the U.S. State Department’s Office of Authentications.
Anyone Can Search a Texas Entity
You do not have to own a business to look one up. SOSDirect runs around the clock, and anyone can create an account to search entity records or order certificates for any business registered in Texas. Each search carries a $1 statutory fee.12Office of the Texas Secretary of State. SOSDirect Sensitive information like Social Security and bank account numbers is redacted from publicly available documents, but the basics (name, status, formation date, registered agent) are open.
That works both ways. Vendors, investors, and potential partners will look you up before signing. Before you sign with them, a quick SOSDirect search will tell you whether their entity is active, forfeited, or terminated.