Belmond Ltd. – ‘8-K’ for 7/9/07 – EX-3.1

On:  Monday, 7/9/07, at 3:52pm ET   ·   For:  7/9/07   ·   Accession #:  910662-7-310   ·   File #:  1-16017

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     13K 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      7     14K 

EX-3.1   —   Articles of Incorporation/Organization or By-Laws

EX-3.1
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                                                                   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

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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

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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

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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                                  

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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                                 

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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.  

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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.