Certificate of Good Standing and Apostille for a Wyoming or Delaware LLC

A certificate of good standing is an official document from the state where your LLC was formed, stating that the LLC exists and is current with the state. Banks, notaries and registries abroad often ask for it, sometimes with an apostille on top. In Wyoming an electronic certificate is free online; a signed original costs $20. In Delaware the statute sets a $50 fee for a certificate. If the LLC has missed its annual report or tax, or has no registered agent, the state will not issue a clean certificate until that is fixed.

In short:

• Wyoming: the statute calls it a "certificate of existence"; the Secretary of State's FAQ says electronic certificates of good standing are free online, with a validation number. A manually signed original is requested with a form and costs $20 under the fee schedule effective July 1, 2026; certifications cost $10.
• Delaware: the Limited Liability Company Act sets $50 for a certificate such as a certificate of good standing, and up to $175 per certificate issued through the online services.
• Apostille: a second, separate stamp on the document, issued by the same state office for use in a Hague Convention country. Wyoming charges $20 per apostille, and $20 more when the document is a good standing certificate.
• Conditions: annual report or annual tax paid, registered agent in place, LLC not dissolved or cancelled.
• Melya can order the certificate and the apostille for you for $149 plus state fees, or check your status first for $95.

What "good standing" actually means

"Good standing" is the everyday name. The Wyoming statute that creates the document, W.S. 17-29-208, calls it a certificate of existence. The Secretary of State must furnish it on request and payment of the fee if its records show the company was formed and no articles of dissolution have been filed. It must state:

• the company's name, that it was duly formed under Wyoming law, and the date of formation;
• whether all fees, taxes and penalties due to the Secretary of State have been paid;
• whether the most recent annual report has been filed;
• whether the Secretary of State has administratively dissolved the company;
• whether articles of dissolution have been delivered for filing.

The statute adds that the certificate is, subject to any qualification stated in it, conclusive evidence that the LLC is in existence. That is why a foreign bank accepts it: it is a snapshot by the state itself, on a given date.

It is not a tax document. It says nothing about your IRS filings, such as Form 5472, and it does not show that the LLC is compliant federally.

Why a bank, notary or registry abroad asks for one

The usual cases for a foreign owner:

• Opening or keeping a business bank account. The bank wants proof the entity exists. See also what to send when a bank asks for a W-9.
• Notarial acts abroad, for example a power of attorney, a sale of shares or a company document that a notary needs to see an up-to-date proof for.
• Registering the LLC, or a branch or related entity, in another country.
• Payment platforms, marketplaces or partners running a company verification.

Whether your recipient needs an apostille, how recent the certificate must be, and whether a translation is required are the recipient's rules, not the state's. Ask for their requirements in writing before you order. Melya does not advise on the rules of your country of residence.

Wyoming: electronic certificate or signed original

According to the Wyoming Secretary of State's business FAQ ("How do I obtain a certificate of good standing?"), there are two routes:

1. Electronic certificate, free. Available online through the Secretary of State's business portal (wyobiz.wyo.gov). The electronic certificate has a validation number assigned when it is generated, which lets the recipient validate it. The fee schedule effective July 1, 2026 notes that certificates of good standing may be obtained online at no cost.
2. Manually signed original. You complete the Certified Copy/Certificate Request form and follow its instructions. The fee schedule effective July 1, 2026 lists "Certificate of Existence/Evidence/Good Standing" at $20.00 and "Certifications" at $10.00.

For many recipients the free electronic certificate is enough. For an apostille, you need the official certified route (next section), because the Secretary of State will not apostille a printout.

Wyoming: the apostille

An apostille is the certification used for documents going to a country that is a member of the Hague Apostille Convention. For other countries the state issues an "authentication" instead, and the destination country decides which one applies (definition from the Delaware Division of Corporations; Wyoming uses the same two terms).

What the Wyoming Secretary of State states on its Apostille/Authentication Request form (revised July 1, 2026) and its Authentications page:

• The fee is $20 per apostille or authentication. Additional fees apply for certified business documents.
• For a certificate of good standing or another business certificate, add $20. For certified copies of articles, add $10 for the first 10 pages.
• Do not send printed documents: certified business records must be produced by the Business Division, and Wyoming business documents must be issued and certified by the Wyoming Secretary of State.
• Documents requested from the Business Division can take up to 15 business days of processing time.
• Requests are preferred by mail, with the request form, the fee and a prepaid return envelope or shipping label. In-person requests are by appointment only.
• Card payments are not accepted on the form; it lists cash, check or money order, and wire on request.
• You must say on the request which country the document is going to.

So an apostilled good standing certificate from Wyoming costs, in state fees, $20 for the certificate plus $20 for the apostille, before any shipping. The timing is up to 15 business days at the Business Division plus mail time. We could not confirm from the official texts we hold whether a faster option exists for apostilles; check the Secretary of State page before you order.

Delaware: certificate and apostille

Delaware's rules sit in two places.

The certificate. Under 6 Del. C. § 18-1105(a)(10), issuing a certificate of the Secretary of State, including a certificate of good standing, costs $50; a certificate reciting all filings of the LLC costs $175; and issuing a certificate through the online services costs up to $175 per certificate. We could not confirm which of these applies to a given online order; the Division of Corporations page "Order a Good Standing Certificate" shows the current price at checkout.

The apostille. The Division of Corporations states that an Apostille is for documents destined for Hague Convention countries and an Authentication for others. Points from its page:

• A document filed with the Secretary of State must be certified separately for an apostille; documents under a one-cover certification are not accepted.
• Documents notarized remotely or electronically are not accepted for apostille.
• Photocopies, out-of-state documents, federal documents and documents issued by a foreign country cannot be apostilled there.
• Expedited commercial fees: 24 hour service $40, same day $50, 2 hour $500 (private use is not charged expedited fees). For multiple entities, a separate expedited fee applies to each.

The base apostille fee and standard turnaround at the Delaware Division of Corporations are not stated in the official texts we hold. Check the Division's fee schedule before ordering.

The conditions: what the state looks at

The state issues the certificate from its own records, so your LLC must be clean there.

Wyoming. The certificate states whether the annual report was filed, whether fees have been paid and whether the company has been administratively dissolved. A missed report or a lapsed registered agent or office (W.S. 17-29-113, 17-29-705) puts the LLC on the path to dissolution, and the certificate will say so; the deadlines, the $250 penalty and the reinstatement route are in the Wyoming annual report guide.

Delaware. An LLC that fails to pay its annual tax when due ceases to be in good standing, and the Secretary of State will not issue a certificate of good standing until it is restored, which requires paying the annual tax and the penalties and interest for each year missed (6 Del. C. § 18-1107). The Act also states the Secretary of State shall not issue a certificate of good standing if the certificate of formation is canceled (6 Del. C. § 18-203(c)). See the Delaware annual tax guide.

The mistake that wastes the most time: asking for a certificate from a lapsed LLC

If the LLC is administratively dissolved, delinquent or cancelled, a certificate will not say "good standing". In Wyoming it will report the dissolution or missed report. In Delaware the Secretary of State will not issue one. You then need the lapse fixed first (annual report or annual tax, penalties, a registered agent), which is a reinstatement problem, not a certificate problem. Melya's Good Standing / Reinstatement Rescue ($329) is for exactly that case: lapsed agent, missed report or dissolved LLC. It does not promise an outcome, because the state decides.

If you are closing the LLC instead of reviving it, you will normally want a clean state record before dissolving: see how to close a US LLC from abroad and closing a Wyoming LLC. A dissolved LLC cannot show good standing: Wyoming issues a certificate of existence only if no articles of dissolution have been filed, and the certificate reports an administrative dissolution; Delaware issues no certificate of good standing once the certificate of formation is canceled (§ 18-203(c)).

What the registered agent does in all this

A registered agent is the person or company with a street address in the state that receives official documents for the LLC: lawsuits and notices from the state. State law requires every LLC to keep one. For good standing, the agent matters in two ways:

• No agent, no standing. If the agent resigns and the LLC does not replace it, the LLC risks losing its standing (Wyoming: W.S. 17-29-705).
• Notices reach you only if the agent forwards them. Delaware mails the annual tax statement in care of the registered agent (6 Del. C. § 18-1107(d)); in Wyoming the forfeiture notice goes to the company's last known mailing address, by mail or electronically (W.S. 17-29-705(b)). Make sure your agent forwards what it receives.

The law does not make the agent responsible for your annual report, your IRS returns or an apostille; some providers offer such services for a separate fee. What an agent charges varies by provider; Melya does not quote agent prices. Wyoming's fee schedule lists state-side fees for agent changes: $5 for appointing a new registered agent and office, and $5 per entity affected for an agent information update.

How Melya helps

• Good Standing Certificate + Apostille: $149, state fees extra. Melya orders the official certificate from your state and has it apostilled for use abroad (France, Switzerland or elsewhere). You pay the state's fees on top. Melya is a PTIN-only tax preparer, not a law firm or a representative before any authority.
• Registered Agent & Good Standing Check: $95. Verifies your current status in every state you are registered in and flags a lapsed agent or a missed annual report. A good first step before ordering an apostille you might not be able to get.
• Good Standing / Reinstatement Rescue: $329. If the check finds a lapse.

Related reading: Forming a New Mexico LLC from abroad · Closing a Delaware LLC from abroad

Frequently asked questions

Is a certificate of good standing the same as a certificate of existence?

In Wyoming the statute (W.S. 17-29-208) uses "certificate of existence" and the fee schedule lists "Certificate of Existence/Evidence/Good Standing" as one item. In common use the terms are interchangeable; ask your recipient which wording it wants.

Is the Wyoming certificate really free?

The electronic certificate of good standing is free online according to the Secretary of State's FAQ and fee schedule. A manually signed original is $20. An apostille on top is $20 more per document.

How recent must the certificate be?

That is set by the bank, notary or registry that asks for it, not by the state. There is no general rule we can cite; ask the recipient.

Can I get an apostille on the free electronic certificate?

Wyoming says certified business documents for an apostille must be produced by its Business Division and printed documents should not be sent. Use the certified route, not a printout.

Can a dissolved or delinquent LLC get a certificate?

Not a clean one. Fix the lapse first, then order. See the reinstatement guide above.

Does the apostille make the certificate valid in my country?

It certifies the signature and seal on the document for Hague Convention countries. Whether the recipient accepts the document is their decision, and the rules of your country of residence are outside what Melya advises on.

Official sources

• Wyoming Secretary of State, Apostilles/Authentications: https://sos.wyo.gov/services/authentication.aspx
• Wyoming Secretary of State, Apostille/Authentication Request form (revised July 1, 2026): https://sos.wyo.gov/Forms/Authentication/AuthenticationForm.pdf
• Wyoming Secretary of State, Document Requirements for Authentications: https://sos.wyo.gov/Services/DocumentRequirements.aspx
• Wyoming Secretary of State, Business Division Filing Fee Schedule effective July 1, 2026 and business FAQ (certificate of good standing)
• Wyoming Limited Liability Company Act, W.S. 17-29-113, 17-29-208, 17-29-705: https://wyoleg.gov/statutes/compress/title17.pdf
• Delaware Division of Corporations, Certifications, Apostilles and Authentication of Documents: https://corp.delaware.gov/apost_info/
• Delaware Division of Corporations, Apostille expedited fees: https://corpfiles.delaware.gov/ApostilleInfo.pdf
• Delaware Limited Liability Company Act, 6 Del. C. ch. 18 (fees, § 18-1105(a)(10); § 18-203(c); § 18-1107): https://delcode.delaware.gov/title6/c018/index.html

Asking from a bank or platform? See which document your bank or Stripe actually means, and what to do if the LLC is late or dissolved.