Business Entity Status Terms Explained
Every state business record carries a status, but states don't use the same words. "Inactive" in one state can mean something milder or harsher than in another, and some states combine terms such as "Inactive – Dissolved." This glossary explains the common status terms and gives examples from official state definitions. When a status matters for a decision, read that state's own definition and, if needed, order a certificate.
Two rules of thumb. First, status is specific to one state: a foreign company's status in the state where it registered says nothing about its status at home. Second, many records can change back. Dissolved or revoked companies can often be reinstated, so check the status on the date it matters.
Statuses that generally mean "OK"
Active
The company is on file and currently authorized. California's status definitions say an Active domestic entity has filed its formation document and is authorized to carry out its business activities, and an Active foreign entity has registered and is authorized to transact intrastate business in California, in both cases subject to other legal requirements. In Pennsylvania, the Department of State's annual report page says a status of "Active" or a variation of it means the entity must file annual reports.
Active does not always mean fully compliant. A company can be active while owing a late report or fee, which is why some states also track good standing separately.
Good Standing
The company is active and current with its required filings and fees. Some states show it as the status itself: in Colorado, the Secretary of State's status FAQ describes an entity's status changing from Good Standing to Noncompliant when a periodic report is late. In Maryland, the good standing page shows good standing on the record's General Information tab and explains that a business is "Not in Good Standing" when it hasn't met the criteria set by Maryland law. A certificate of good standing is the formal proof.
Warning statuses: still exists, but behind
Noncompliance / Noncompliant
The company missed a requirement but has not yet been dissolved. Colorado's FAQ says an entity becomes Noncompliant if it doesn't file its periodic report on time or doesn't keep a registered agent on file. See Colorado business records.
Delinquent
Usually the next step after a missed annual report. Colorado's FAQ says an entity that stays Noncompliant for sixty days becomes Delinquent if the required form isn't filed. Washington's return to active status page says a delinquent status means the entity failed to file its annual report; a domestic entity has 120 days from the notice date to file the past-due report. Wyoming's business FAQ says an entity is deemed delinquent on the second day of the month following its due date. See Washington business records and Wyoming annual report rules.
Inactive
The broadest and least consistent term. In Washington, "Inactive" means the entity is still legally recognized but not currently in good standing, typically because required filings were not submitted. In Florida, the status terms page uses Inactive with qualifiers: Inactive/UA (inactive, with the name held for a statutory period and currently unavailable), Inactive/MG (inactive due to a merger) and Inactive/CV (inactive due to a conversion). In Pennsylvania, "Inactive" or a variation of it (Inactive – Dissolved, Inactive – Terminated, Inactive – Merged Out, Inactive – Withdrawn) means no annual report is required because the company has ended or left. Always look at the qualifier. See Florida status terms and Pennsylvania business records.
Pending Inactive and other "pending" labels
Some state systems show transitional labels while an action is in progress. We could not find an official state definition of "Pending Inactive" to cite, so we won't guess at its exact meaning; ask the filing office that shows it. One defined example: California's "Pending Cancel" applies to an LLC that filed a certificate of cancellation without a valid tax clearance certificate before September 29, 2006.
Statuses that mean the company lost its rights
Suspended
California uses Suspended for domestic entities whose powers, rights and privileges have been suspended. "SOS Suspended" usually means a missing Statement of Information; "FTB Suspended" means the Franchise Tax Board acted for failure to meet tax requirements; "SOS/FTB" means both. See California status definitions.
Forfeited
In California, Forfeited is the foreign-entity counterpart of Suspended: the entity's rights in California, including the right to use its name there, were forfeited by the Secretary of State, the Franchise Tax Board or both. Maryland uses forfeiture differently: its good standing page says that if a business that is not in good standing doesn't fix its status, the state will shut it down, and a forfeited business cannot legally operate in Maryland. See Maryland good standing and forfeiture.
Revoked
Typically used when a state takes away a company's charter or authority. Florida's Division FAQ says entities that don't file an annual report are administratively dissolved or administratively revoked, and may apply for reinstatement. New Jersey's reinstatement page says businesses that fail to file annual reports for two consecutive years may have their charter voided or their authority to do business revoked. See New Jersey business records.
Dissolved: administrative vs. voluntary
Administrative dissolution is done by the state, usually for missed annual reports, unpaid fees or no registered agent. Washington says an administratively dissolved domestic entity may file for reinstatement within 5 years. Pennsylvania says an administratively dissolved domestic entity may only engage in activities necessary to wind up and liquidate, or apply for reinstatement, and that its name becomes available to other filers during that time.
Voluntary dissolution is the owners' choice. Washington defines voluntarily dissolved as a domestic entity that has voluntarily closed its registration. California lists Dissolved for a domestic corporation that filed a certificate of dissolution or is subject to a court order of dissolution. A voluntarily dissolved company has generally chosen to close, so don't expect it to come back.
Canceled
Common for LLCs. California's Canceled means a domestic LLC filed a certificate of cancellation and its powers ended, or a foreign LLC is no longer authorized to transact intrastate business. In Virginia, Va. Code § 13.1-1050.2 automatically cancels an LLC's existence when the annual registration fee is unpaid by the last day of the third month after the due date. See Virginia LLC status rules.
Terminated and Expired
Meanings vary. Oklahoma's business FAQ says an LLC or LP shown as Terminated or Expired is not in good standing because of a late Annual Certificate; after a 60-day grace period it becomes inactive, and it can file for reinstatement. In Washington, Terminated means a foreign entity failed to remain compliant. In Pennsylvania, Inactive – Terminated generally follows a Certificate of Termination or the end of a foreign registration. See Oklahoma status terms.
Statuses that mean the company changed form or left
Withdrawn (or Surrendered)
A foreign company ended its registration in a state voluntarily. Washington defines withdrawn as a foreign entity that has voluntarily closed its registration in Washington. California uses Surrender for a foreign corporation that surrendered its right to transact business there. The company may still be active in its home state.
Merged and Converted
The entity no longer exists in its old form, but its business may continue under another record. California's Merged Out means the entity merged out of existence into another entity; Converted-Out means it became a different entity type or moved to another jurisdiction. Florida shows these as Inactive/MG and Inactive/CV. To follow the business, find the surviving or new entity, which California says you can identify by ordering the merger or conversion document or a status report.
How to use a status
- Read the status together with its date and the filing history. Our guide to checking whether an LLC is legit walks through the full record.
- For anything important, get a certificate of status or good standing dated close to when you need it.
- If a company you run shows a warning status, file the missing report or fee quickly; see annual report deadlines by state.
- Find any state's official definitions through our state business search directory.
This guide is general information, not legal or tax advice. Rules differ by state and change over time; check the official state or IRS source, and talk to an attorney or accountant about your situation.