Certificate of Designation

Term Main definition
Certificate of Designation

A certificate of designation (in some states called a "certificate of determination") is a certificate filed by a corporation with the appropriate state agency (usually the Secretary of State) of the state of incorporation that becomes a part of the corporation's charter.

A certificate of designation is signed by a corporate officer attesting to the board of directors' designation of the terms, rights, preferences, and limitations of a new series of preferred stock.  Certificates of designation are usually associated with blank check preferred stock. Once filed, the Certificate of Designation becomes a part of the corporation's charter (and the authorizing instrument of the security in question).