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. 7a REGISTRATION NO. 13215
[LOGO]
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. 16a REGISTRATION NO. 13215
[LOGO]
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(pound) 8,000.00
Capital after Conversion: US$ 12,000.00
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 NATIONALITY NUMBER OF
STATUS SHARES
(Yes/No) SUBSCRIBED
Ian Hilton Yes British 1
Thirty Cedar Avenue,
Hamilton HM 09,
Bermuda
Ruby L. Rawlins Yes British 1
Thirty Cedar Avenue,
Hamilton HM 09,
Bermuda
Marcia De Couto Yes British 1
Thirty Cedar Avenue,
Hamilton HM 09,
Bermuda
Sheila Moran Yes British 1
Thirty Cedar Avenue,
Hamilton HM 09,
Bermuda
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 (pound)8,000.00 divided into
shares of U.K. one pound each. The minimum subscribed share capital of the
Company is (pound)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.