Why Can’t I Get a Certificate of Good Standing from the Wisconsin Secretary of State?

Jeff Storch | 06.30.25

It is common in many business transactions, such as buying or selling a company or preparing loan agreements, to require a corporation, limited liability company (LLC), or similar entity to provide a certificate of good standing from the Secretary of State. But if you ask a Wisconsin corporation or LLC for such a certificate, you won’t get it.

That’s because since 1995, corporate services in Wisconsin have been conducted by the Wisconsin Department of Financial Institutions (WDFI), not the Secretary of State. WDFI explains that 1995 Wisconsin Act 27 created WDFI. This Act transferred the responsibility for business organization filings to WDFI from the Office of the Secretary of State.

Further, WDFI does not issue certificates of ​“good standing” but of ​“status.” WDFI provides the following description for a certificate of status: 

Provides the entity’s current name, effective date of incorporation, organization, or qualification, its current status, and identifies it as either a domestic or foreign entity. (Referred to in some states as a certificate of ​“good standing”)

Therefore, if working on an agreement for a Wisconsin entity, don’t be surprised to see language requesting a certificate of good standing from the Secretary of State being changed to a certificate of status from the Wisconsin Department of Financial Institutions. 

If you have questions, please contact the primary Boardman Clark attorney with whom you work or call us at (608) 257 9521 to speak with one of our business attorneys.