A Certificate of Good Standing (COGS) is a document which indicates that a Company is in continuous existence since its date of incorporation and that all Annual Return filings for the Company are up to date.
Who Prepares A Certificate Of Good Standing?
A COGS is usually prepared by the Registrar of Companies in the jurisdiction in which the Company was incorporated. For example, a UK Company can request a COGS from Companies House in the UK whilst a Company incorporated in British Columbia, Canada can obtain the same from the British Columbia Registry in Canada. Timeframes also differ in obtaining a COGS however, in certain jurisdictions such as the UK, a copy of the COGS can be obtained within 24 hours from Companies House.
What Information Is On A Certificate Of Good Standing?
A COGS prepared by the Registrar may differ in content from jurisdiction to jurisdiction. For example, when requesting a COGS from the BC Registry in Canada for a Canadian LLP, the COGS will simply state that the LLP’s annual return filings are up to date and that the LLP is in ‘good standing’. A COGS requested from Companies House in the UK for a UK Company may also state additional statutory details of the Company such as the Director’s names, Shareholders’ names, the issued share capital of the Company, and that no action is being taken to strike the Company off the register involuntarily.
In Ireland, a Letter of Status can be obtained from the Companies Registration Office. This document contains minimal information on the Company such as the status of the Company, e.g., ‘Normal’. A separate document, known as a Company Extract, can be obtained from the Registrar which states the date on which the last Annual Return of the Company was filed and details of the current Directors.
Criteria The Company Must Comply With In Order To Obtain A COGS
The Company’s Annual Return and all statutory filings such as the Financial Statements, if applicable, must be filed up to date with the Registrar of Companies. The entity must also comply with the rules surrounding the nationality and number of corporate officers appointed in that particular entity.
Who Requires A COGS?
A COGS is usually requested by banks and other financial institutions before opening a Company bank account. In order to obtain finance, a COGS may also be requested to demonstrate to the bank that the Company has continued its existence and is in ‘good standing’.
It is particularly required when opening a bank account outside the Company’s jurisdiction in order to prove the existence of the Company in that jurisdiction. In this instance, the COGS may need to be notarised and apostilled, depending on the bank’s requirements.