Exhibit 3.1
FORM NO. 6
[GRAPHIC]
BERMUDA
CERTIFICATE OF INCORPORATION
I hereby in accordance with the provisions of section 14 of the Companies Act, 1981, issue this Certificate of Incorporation and do certify that on the 16th day of October 1987
SEALINK BRITISH FERRIES LTD.
was registered by me in the Register maintained by me under the provisions of the said section and that the status of the said company is that of an exempted company.
Given under my hand this 16th day of October 1987.
[SEAL]
[SIGNATURE]
for Registrar of Companies
FORM NO. 3a
[GRAPHIC]
BERMUDA
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
I hereby certify that
SEALINK BRITISH FERRIES LTD.
having by resolution and with the approval of the Registrar of Companies changed its name, is now registered under the name of
SeaCo Ltd.
Given under my hand the 31st day of August 1990.
[SEAL]
[SIGNATURE]
for Registrar of Companies
FORM NO. 3a
[GRAPHIC]
BERMUDA
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
I hereby certify that
SeaCo Ltd.
having by resolution and with the approval of the Registrar of Companies changed its name, is now registered under the name of
Orient-Express Hotels Ltd.
Given under my hand the 25th day of July 1994.
[SEAL]
[SIGNATURE]
for Registrar of Companies
FORM NO. 3a
Registration No. 13215
[GRAPHIC]
BERMUDA
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
I HEREBY CERTIFY that in accordance with section 10 of the Companies Act 1981
Orient-Express Hotels Ltd.
by resolution and with the approval of the Registrar of Companies has changed its name and was registered as
Belmond Ltd.
on the 30th day of June 2014.
[SEAL]
| | Given under my hand and the Seal of |
| | the REGISTRAR OF COMPANIES this |
| | 30th day of June 2014 |
| | |
| | [SIGNATURE] |
| | For Registrar of Companies |
FORM NO. 5
[GRAPHIC]
BERMUDA
THE COMPANIES ACT 1981
CERTIFICATE OF DEPOSIT OF
MEMORANDUM OF ASSOCIATION
AND CONSENT GRANTED BY THE MINISTER
THIS IS TO CERTIFY that a Memorandum of Association of
SEALINK BRITISH FERRIES LTD.
and the consent granted by the Minister under section 6(1) of the Act was delivered to the Office of the Registrar of Companies on the 16th day of October, 1987 in accordance with the provisions of section 14(2) of the Act.
| | IN WITNESS WHEREOF I have |
| | hereunto set my hand this |
| | 16th day of October, 1987 |
| | |
| | [SIGNATURE] |
| | for Registrar of Companies |
| Minimum Capital of the Company: | UK pounds 8,000.00 |
| Authorized Capital of the Company: | UK pounds 8,000.00 |
| Stamp duty paid: | BD$ 33.70 |
Registration No. 13215
[GRAPHIC]
BERMUDA
CERTIFICATE OF REGISTRATION OF
ALTERED MEMORANDUM OF ASSOCIATION
THIS IS TO CERTIFY that a copy of the Memorandum of Association of
Orient-Express Hotels Ltd.
altered in accordance with section 12 of the Companies Act 1981 ("the Act") and the consent granted by the Minister under section 6(1) as read with section 12(2) of the Act were delivered to the Registrar of Companies and registered on the 9th day of July, 2007 pursuant to section 12(7A) of the Act.
| [SEAL] | Given under my hand and the Seal of |
| | the REGISTRAR OF COMPANIES |
| | this 9th day of July, 2007 |
| | |
| | [SIGNATURE] |
| | for Acting Registrar of Companies |
FORM NO. 2
[GRAPHIC]
BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF
COMPANY LIMITED BY SHARES
(SECTION 7(1) AND (2))
SECOND ALTERATION MEMORANDUM OF ASSOCIATION
OF
SEALINK BRITISH FERRIES LTD.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(hereinafter referred to as “the Company”)
| 1. | The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them. |
| 2. | We, the undersigned, namely, |
| NAME/ADDRESS | BERMUDIAN STATUS (Yes/No) | NATIONALITY | NUMBER OF SHARES SUBSCRIBED |
Ian Hilton Thirty Cedar Avenue, Hamilton HM 09, Bermuda | Yes | British | 1 |
Ruby L. Rawlins Thirty Cedar Avenue, Hamilton HM 09, Bermuda | Yes | British | 1 |
Marcia De Couto Thirty Cedar Avenue, Hamilton HM 09, Bermuda | Yes | British | 1 |
Sheila Moran Thirty Cedar Avenue, Hamilton HM 09, Bermuda | Yes | British | 1 |
do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively.
| 3. | The Company is to be an exempted* Company as defined by the Companies Act 1981. |
| 4. | The Company has power to hold land situated in Bermuda not exceeding in all, including the following parcels-- |
Not Applicable
| 5. | The Company does not propose* to carry on business in Bermuda. |
| 6. | The authorised share capital of the Company is pounds 8,000.00 divided into shares of UK one pound each. The minimum subscribed share capital of the Company is pounds 8,000.00 in United Kingdom currency. |
| 7. | Subject to any provision of law, including a provision of the Companies Act, 1981, or any other act or any other provision in this memorandum: (a) the objects and powers of the Company are unrestricted; and (b) the Company has the capacity, rights, powers and privileges of a natural person. |
*Delete as applicable.
Signed by each subscriber in the presence of at least one witness attesting the signature thereof--
[SIGNATURES]
| /s/ Ian Hilton | | /s/ Maria Place |
| | | |
| /s/ Ruby L. Rawlins | | /s/ Maria Place |
| | | |
| /s/ Marcia DeCouto | | /s/ Maria Place |
| | | |
| /s/ Sheila Moran | | /s/ Maria Place |
| | | |
| (Subscribers) | | (Witnesses) |
SUBSCRIBED this 9th day of October 1987.
| FORM NO. 16a | REGISTRATION NO. 13215 |
[GRAPHIC]
BERMUDA
CERTIFICATE OF REGISTRATION OF
ALTERATION OF DENOMINATION OF CAPITAL
THIS IS TO CERTIFY that an Alteration of Denomination of Share Capital of
Orient-Express Hotels Ltd.
was delivered to the Registrar of Companies on the 26th day of May, 2000 in accordance with the Companies Act 1981 (“the Act”).
| [SEAL] | Given under my hand and Seal of the REGISTRAR OF COMPANIES this 26th day of May, 2000. |
| | |
| | |
| | [SIGNATURE] |
| | for Registrar of Companies |
| | |
| Capital before Conversion: | UK pounds 8,000.00 | |
| Capital after Conversion: | US$ 12,000.00 | |
| FORM NO. 7a | REGISTRATION NO. 13215 |
[GRAPHIC]
BERMUDA
CERTIFICATE OF DEPOSIT OF
MEMORANDUM OF INCREASE OF SHARE CAPITAL
THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital of
Orient-Express Hotels Ltd.
was delivered to the Registrar of Companies on the 19th day of May, 2000 in accordance with section 45(3) of the Companies Act 1981 (“the Act”).
| [SEAL] | Given under my hand and Seal of the |
| | REGISTRAR OF COMPANIES this |
| | 26th day of May, 2000. |
| | |
| | [SIGNATURE] for Registrar of Companies |
| Capital prior to increase: | US$ 12,000.00 |
| Amount of increase: | US$ 2,688,000.00 |
| Present Capital: | US$ 2,700,000.00 |
| FORM NO. 7a | REGISTRATION NO. 13215 |
[GRAPHIC]
BERMUDA
CERTIFICATE OF DEPOSIT OF
MEMORANDUM OF INCREASE OF SHARE CAPITAL
THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital of
Orient-Express Hotels Ltd.
was delivered to the Registrar of Companies on the 9th day of June 2011 in accordance with section 45(3) of the Companies Act 1981 (“the Act”).
| [SEAL] | Given under my hand and Seal of the |
| | REGISTRAR OF COMPANIES this |
| | 13th day of June 2011. |
| | |
| | [SIGNATURE] for Registrar of Companies |
| Capital prior to increase: | US$ 2,700,000.00 |
| Amount of increase: | US$ 1,200,000.00 |
| Present Capital: | US$ 3,900,000.00 |
