Certificate Of Designation Preferred Stock Template for United States

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Certificate Of Designation Preferred Stock

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Certificate Of Designation Preferred Stock

"Need a Certificate Of Designation Preferred Stock for our Series B financing round, with conversion rights and anti-dilution protection for a new series of preferred shares with a 8% dividend rate, to be issued by March 2025."

Document background
A Certificate Of Designation Preferred Stock is required when a corporation wishes to issue a new series of preferred stock with specific rights and preferences. This document is crucial for companies seeking to raise capital while maintaining control over voting rights and dividend distributions. It must comply with both federal securities laws and state corporation laws in the United States. The certificate details crucial elements such as dividend rights, voting rights, liquidation preferences, conversion rights, and redemption terms. It serves as the definitive legal record of the preferred stock's characteristics and is particularly important for venture capital transactions and corporate restructuring.
Suggested Sections

1. Header Information: Corporation name, state of incorporation, and document title

2. Designation: Series designation and number of authorized shares

3. Dividend Rights: Dividend rate, payment terms, and priority

4. Liquidation Rights: Liquidation preference and distribution priority

5. Voting Rights: Scope and nature of voting rights

6. Rank: Position relative to other securities

Optional Sections

1. Conversion Rights: Terms and conditions for converting preferred stock to common stock, including conversion price and adjustments

2. Redemption Rights: Company's right to redeem shares, including redemption price and procedures

3. Anti-dilution Provisions: Protections against dilution of ownership, including adjustment mechanisms for certain corporate events

4. Protective Provisions: Special class voting rights on specific corporate matters requiring preferred stockholder approval

Suggested Schedules

1. Form of Stock Certificate: Template of the physical stock certificate with required legends and text

2. Conversion Calculations: Detailed methodology and examples for conversion calculations and adjustments

3. Registration Rights: Details of registration rights and procedures for registering shares with securities authorities

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Industries

Securities Act 1933: Federal law governing the initial offering of securities, including preferred stock, requiring registration and disclosure requirements unless an exemption applies

Securities Exchange Act 1934: Federal law regulating secondary market trading of securities and ongoing reporting requirements for public companies

SEC Regulations: Specific SEC rules and regulations governing preferred stock offerings, disclosure requirements, and ongoing compliance obligations

Internal Revenue Code: Federal tax provisions affecting the treatment of preferred stock, including dividend payments and tax implications

State Corporation Laws: State-specific laws governing corporate formation and operation, particularly Delaware General Corporation Law if incorporated in Delaware

Blue Sky Laws: State-specific securities laws requiring registration and disclosure for securities offerings within each state

Stock Exchange Requirements: Specific listing requirements from NYSE or NASDAQ for preferred stock, including minimum distribution, price, and corporate governance standards

Corporate Authority Requirements: Legal requirements for corporate authorization including charter provisions, board resolutions, and shareholder approvals

Rights and Preferences Documentation: Legal framework for documenting preferred stock rights including dividends, voting, liquidation, conversion, redemption, and anti-dilution provisions

Filing Requirements: Mandatory filings with Secretary of State, SEC, and other regulatory bodies for preferred stock issuance and ongoing compliance

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Sole Proprietorship Certificate Of Incorporation

U.S. business registration document for establishing a sole proprietorship business entity.

find out more

Short Certificate Of Incorporation

A U.S. state-filed legal document that establishes a corporation's existence and outlines its basic structure.

find out more

Certificate Of Designation Preferred Stock

A U.S. legal document that establishes the terms and conditions of a specific series of preferred stock, filed with the state authority.

find out more

Corporation Certificate Of Incorporation

A U.S. state-filed document that legally establishes a corporation and outlines its basic structure and elements.

find out more

Certificate Of Incorporation For LLC

A U.S. state-filed document that legally establishes a Limited Liability Company and its basic operational framework.

find out more

Certificate Of Incorporation Good Standing

An official U.S. state-issued document confirming a business entity's proper registration and compliance with state requirements.

find out more

Charter Certificate Of Incorporation

A U.S. legal document that establishes a corporation's existence and outlines its basic structure and governance.

find out more

Certificate Of Incorporation Change Of Name

A U.S. state-filed document that officially changes a corporation's legal name.

find out more

Letter Of Incorporation

A U.S. legal document filed with state authorities to formally establish a corporation and define its basic structure.

find out more

Certificate Of Incorporation For Sole Proprietorship

A U.S. business registration document, though note that sole proprietorships typically don't incorporate.

find out more

Company Registration Certificate

An official U.S. state-issued document certifying the legal registration and existence of a business entity.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.