Tower Group International (TWGP) 8-K12B Notification of registration of securities

Exhibit 3.1

FORM No. 2

THE COMPANIES ACT 1981

MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES

Section 7(1) and (2)

MEMORANDUM OF ASSOCIATION

OF

Canopius Holdings Bermuda Limited

(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 and Address	Bermudian Status (Yes or No)	Nationality	Number of Shares Subscribed
Alan Bossin Canon’s Court, 22 Victoria Street Hamilton HM 12, Bermuda	No	Canadian		1
Ruby L. Rawlins Canon’s Court, 22 Victoria Street Hamilton HM 12, Bermuda	Yes	British		1
Bernett Cox Canon’s Court, 22 Victoria Street Hamilton HM 12, Bermuda	Yes	British		1
Patricia L. Pacheco Canon’s Court, 22 Victoria Street Hamilton HM 12, 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, with the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceeding          in all, including the following parcels:-

Not Applicable.

5. The authorised share capital of the Company is US$1.00 divided into 1 share of par value US$1.00.

6. The objects for which the Company is formed and incorporated are as follows:

(i) To hold beneficially, as its principal object, all the shares of Canopius Bermuda Limited and Canopius Underwriting Bermuda Limited both Bermuda Exempted Companies;

(ii) To acquire by purchase or otherwise and hold, sell, dispose of and deal in real property situated outside Bermuda and in personal property of all kinds wheresoever situated;

(iii) To enter into any guarantee, contract of indemnity or suretyship and to assure, support or secure with or without consideration or benefit the performance of any obligations of any person or persons and to guarantee the fidelity of individuals filling or about to fill situations of trust or confidence;

7. The following are provisions regarding the powers of the Company:-

(i) Has the powers of a natural person;

(ii) Subject to the provisions of Section 42 of the Companies Act 1981, has the power to issue preference shares which at the option of the holders thereof are to be liable to be redeemed;

(ii) Has the power to purchase its own shares in accordance with the provisions of Section 42A of the Companies Act 1981;

(iii) Has the power to acquire its own shares to be held as treasury shares in accordance with the provisions of Section 42B of the Companies Act 1981.

Signed by each subscriber in the presence of at least one witness attesting the signature thereof:-

(Subscribers)	(Witnesses)

Subscribed this 27th day of August 2007

STAMP DUTY (To be affixed)

FORM NO. 7a Registration No. 40638

CERTIFICATE OF DEPOSIT OF

MEMORANDUM OF INCREASE OF SHARE CAPITAL

THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital

of

Canopius Holdings Bermuda Limited

was delivered to the Registrar of Companies on the30^th day ofJuly 2012 in accordance with section 45(3) ofthe Companies Act 1981 (“the Act”).

Given under my hand and Seal of the REGISTRAR OF COMPANIES this1^st day ofAugust 2012     forRegistrar of Companies

Capital prior to increase:	US$	1.00
Amount of increase:	US$	1,499,999.00
Present Capital:	US$	1,500,000.00