A certificate which contains a copy of the board resolution setting out the powers, designations, preferences or rights of a class or series of a class of stock of a corporation (typically a series of preferred stock) if they are not already contained in the certificate of incorporation of the corporation. The certificate of designation is filed as an amendment to the certificate of incorporation with the secretary of state of the corporation's state of organization.

For more information, see Standard Document, Preferred Stock: Overview.

For a form of Certificate of Designation for Delaware, see Standard Document, Certificate of Designation of Preferred Stock (Convertible, Double-Dip Participating).