Certificate of status

A buyer can ask for a current certificate before closing to confirm the seller corporation’s standing. The registry that governs the corporation issues it, so the name and contents depend on where it was incorporated. It speaks only to its date, so ask how recent it is.

How the registries describe it

• British Columbia: the BC government’s record-search page says a Certificate of Status verifies that a company or society is an active entity in the province. A separate Certificate of Good Standing is issued to an incorporated entity registered in BC that is up to date with its annual report and required filings.
• Ontario: under section 19 of the Corporations Information Act, the Minister may issue a certificate certifying, among other things, that a corporation has made required filings, has paid required fees, is not in default under a prescribed Act, or exists as of a specified date. The Ontario Business Registry lists a certificate of status among its search products.
• Federal: section 263.1 of the Canada Business Corporations Act lets the Director provide any person with a certificate stating that a corporation has sent a document or information the Act requires, has paid all required fees, or exists as of a certain date. Section 263.1(2) lets the Director refuse a certificate of existence if the Director knows the corporation is in default of a required filing or fee.

What to check

Read what the certificate certifies, not only its title. See corporate good standing and checking good standing before buying.