Exhibit 3.1

FORM NO. 6 Registration No. 32581

[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 23rd day of August,
2002

GC Acquisition Limited

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.

[SEAL] Given under my hand and the Seal of the REGISTRAR OF COMPANIES this 26th day of August, 2002.

|                             
|-----------------------------
|                             
|/s/ Pamela Adams             
|Acting Registrar of Companies



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Registration No. 32581

[GRAPHIC]

BERMUDA

CERTIFICATE OF INCORPORATION ON CHANGE OF NAME

I HEREBY CERTIFY that in accordance with
section 10 of the Companies Act 1981 GC Acquisition Limited by resolution and with the approval of the Registrar of Companies has changed its name and was registered as Global Crossing Limited on the 3rd day of October, 2003.

[SEAL] Given under my hand and the Seal of the REGISTRAR OF COMPANIES this 7th day of October, 2003

|                          
|--------------------------
|                          
|/s/ Pamela Adams          
|for Registrar of Companies



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FORM No. 2

[GRAPHIC]

BERMUDA

THE COMPANIES ACT 1981

ALTERED MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED
BY SHARES

Section 7(1) and (2)

MEMORANDUM OF ASSOCIATION

OF

Global Crossing 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,



|                                             |  |                              |  |            
|-------------------------------------------- |  | ---------------------------- |  | -----------
|Number of Shares Name and
Address Subscribed |  | Bermudian Status (Yes or No) |  | Nationality
|Judith Collis                                |  |                              |  |            
|Cedar House, 41 Cedar Avenue                 |  |                              |  |            
|Hamilton HM 12, Bermuda                      |  | Yes                          |  | British    
|1                                            |  |                              |  |            
|                                             |  |                             
|Ruby L. Rawlins                              |  |                              |  |            
|Cedar House, 41 Cedar Avenue                 |  |                              |  |            
|Hamilton HM 12, Bermuda                      |  | Yes                          |  | British    
|1                                            |  |                              |  |            
|                                             |  |                             
|Bernett Cox                                  |  |                              |  |            
|Cedar House, 41 Cedar Avenue                 |  |                              |  |            
|Hamilton HM 12, Bermuda                      |  | Yes                          |  | British    
|1                                            |  |                              |  |            
|                                             |  |                             
|Elcie Place                                  |  |                              |  |            
|Cedar House, 41 Cedar Avenue                 |  |                              |  |            
|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$12,000.00 divided into 1,200,000 shares of US one cent each. The minimum subscribed share capital of the Company is $12,000.00 in United States currency.

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

(i) To carry on the business as a holding company
and to acquire and hold shares, stocks, debenture stock, bonds, mortgages, obligations and securities of any kind issued or guaranteed by any company, corporation or undertaking of whatever nature and wherever constituted or



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carrying on business, and shares, stock, debentures, debenture stock, bonds, obligations and other securities issued or guaranteed by any government,
sovereign ruler, commissioners, trust, local authority or other public body, whether in Bermuda or elsewhere, and to vary, transpose, dispose of or otherwise deal with from time to time as may be considered expedient any of the Companys
investments for the time being;

(ii) To acquire such shares and other securities as are mentioned in the preceding paragraph (i) by subscription,
syndicate participation, tender, purchase, exchange or otherwise and to subscribe for the same, either conditionally or otherwise, and to guarantee the subscription thereof and to exercise and enforce the rights and powers conferred by or incidental
to the ownership thereof;

(iii) To coordinate the administration, policies, management, supervision, control, research, planning, trading and any and all
other activities of, and to act as financial advisers and consultants to, any company or companies now or hereafter incorporated or acquired which may be or may become a Group Company (which expression, in this and the next following paragraph,
means any company, wherever incorporated, which is or becomes a holding company or a subsidiary of, or affiliated with the Company within the meanings respectively assigned to those terms in the Companies Act 1981) or, with the prior written
approval of the Minister of Finance, to any company or companies now or hereafter incorporated or acquired with which the Company may be or become associated;

(iv) To provide financing and financial investment, management and advisory services to any Group Company, which shall include but not be limited to granting or providing credit and financial accommodation, lending and making advance with
or without interest to any Group Company and lending to or depositing with any bank funds or other assets to provide security (by way of mortgage, charge, pledge, lien or otherwise) for loans or other forms of financing granted to such Group Company
by such bank provided that the Company shall not be deemed to have the power to act as executor or administrator, or as trustee except in connection with the issue of bonds and debentures by the Company or any Group Company or in connection with a
pension scheme for the benefit of employees or former employees of the Company or a Group Company or their respective predecessors, or the dependants or connections with such employees or former employees;

(v) packaging of goods of all kinds;

(vi) buying, selling and dealing in
goods of all kinds;

(vii) designing and manufacturing of goods of all kinds;

(viii) mining and quarrying and exploration for metals, minerals, fossil fuels and precious stones of all kinds and their preparation for sale or use;

(ix) exploring for, the drilling for, the moving, transporting and refining petroleum and hydro carbon products including oil and oil products;

(x) scientific research including the improvement, discovery and development of processes, inventions, patents and designs and the construction, maintenance and operation of laboratories and research centres;

(xi) land, sea, and air undertakings including the land, ship and air carriage of passengers, mails and goods of all kinds;

(xii) ships and aircraft owners, managers, operators, agents, builders and repairers;

(xiii) acquiring, owning, selling, chartering, repairing or dealing in ships and aircraft;

(xiv) travel agents, freight
contractors and forwarding agents;

(xv) dock owners, wharfingers, warehousemen;

(xvi) ship chandlers and dealing in rope, canvas oil and ship stores of all kinds;

(xvii) all forms of engineering;

(xviii) farmers, livestock breeders and keepers, graziers, butchers, tanners and processors of and dealers in all kinds of live and dead stock, wool,
hides, tallow, grain, vegetables and other produce;

(xix) acquiring by purchase or otherwise and holding as an investment inventions, patents, trade
marks, trade names, trade secrets, designs and the like;

(xx) buying, selling, hiring, letting and dealing in conveyances or any sort;

(xxi) employing, providing, hiring out and acting as agent for artists, actors, entertainers of all sorts, authors, composers, producers, directors, engineers and
experts or specialists or any kind;



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(xxii) 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;

(xxiii) 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 Company has the powers set out below:

(a) to borrow and raise money
in any currency or currencies and to secure or discharge any debt or obligation in any manner and in particular (without prejudice to the generality of the foregoing) by mortgages of or charges upon all or any part of the undertaking, property and
assets (present and future) and uncalled capital of the Company or by creation and issue of securities;

(b) to enter into any guarantee, contract of
indemnity or suretyship and in particular (without prejudice to the generality of the foregoing) to guarantee, support or secure, with or without consideration, whether by personal obligation or by mortgaging or charging all or any part of the
undertaking, property and assets (present and future) and uncalled capital of the Company or by both such methods or in any other manner, the performance of any obligations or commitments of, and the repayment or payment of the principal amounts of
and any premiums, interest, dividends and other moneys payable on or in respect of any securities or liabilities of, any person, including (without prejudice to the generality of the foregoing) any company which is for the time being a subsidiary or
a holding company of the Company or another subsidiary of a holding company of the Company or otherwise associated with the Company;

(c) to accept, draw,
make, create, issue, execute, discount, endorse, negotiate and deal in bills of exchange, promissory notes, and other instruments and securities, whether negotiable or otherwise;

(d) to sell, exchange, mortgage, charge, let on rent, share of profit, royalty or otherwise, grant licences, easements, options, servitudes and other rights over, and in any other manner deal with or dispose of, all
or any part of the undertaking, property and assets (present and future) of the Company for any consideration and in particular (without prejudice to the generality of the foregoing) for any securities;

(e) to issue and allot securities of the Company for cash or in payment or part payment for any real or personal property purchased or otherwise acquired by the Company
or any services rendered to the Company or as security for any obligation or amount (even if less than the nominal amount of such securities) or for any other purpose;

(f) to grant pensions, annuities, or other allowances, including allowances on death, to any directors, officers or employees or former directors, officers or employees of the Company or any company which at any time
is or was a subsidiary or a holding company or another subsidiary of a holding company of the Company or otherwise associated with the Company or of any predecessor in business of any of them, and to the relations, connections or dependants of any
such persons, and to other persons whose service or services have directly or indirectly been of benefit to the Company or whom the Company considers have any moral claim on the Company or to their relations connections or dependants, and to
establish or support any associations, institutions, clubs, schools, building and housing schemes, funds and trusts, and to make payment towards insurance or other arrangements likely to benefit any such persons or otherwise advance the interests of
the Company or of its members or for any national, charitable, benevolent, educational, social, public, general or useful object;

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

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

(i) to acquire or undertake the
whole or any part of the business, property and liabilities of any person carrying on any business that the Company is authorised to carry on;

(j) to
apply for, register, purchase, lease, acquire, hold, use, control, licence, sell, assign or dispose of patents, patent rights, copyrights, trade marks, formulae, licences, inventions, processes, distinctive marks and similar rights;

(k) to enter into partnership or into any arrangement for sharing of profits, union of interests, cooperation, joint venture, reciprocal concession or otherwise with any
person carrying on or engaged in or about to carry on or engage in any business or transaction that the Company is authorised to carry on or engage in or any business or transaction capable of being conducted so as to benefit the Company;

(l) to take or otherwise acquire and hold securities in any other body corporate having objects altogether or in part similar to those of the Company or
carrying on any business capable of being conducted so as to benefit the Company;

(m) subject to section 96 to lend money to any employee or to any person
having dealings with the Company or with whom the Company proposes to have dealings or to any other body corporate any of whose shares are held by the Company;



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(n) to apply for, secure or acquire by grant, legislative enactment, assignment, transfer, purchase or otherwise and to
exercise, carry out and enjoy any charter, licence, power, authority, franchise, concession, right or privilege, that any government or authority or any body corporate or other public body may be empowered to grant, and to pay for, aid in and
contribute toward carrying it into effect and to assume any liabilities or obligations incidental thereto;

(o) to establish and support or aid in the
establishment and support of associations, institutions, funds or trusts for the benefit of employees or former employees of the Company or its predecessors, or the dependants or connections of such employees or former employees, and grant pensions
and allowances, and make payments towards insurance or for any object similar to those set forth in this paragraph, and to subscribe or guarantee money for charitable, benevolent, educational or religious objects or for any exhibition or for any
public, general or useful objects;

(p) to promote any company for the purpose of acquiring or taking over any of the property and liabilities of the
Company or for any other purpose that may benefit the Company;

(q) to purchase, lease, take in exchange, hire or otherwise acquire any personal property
and any rights or privileges that the Company considers necessary or convenient for the purposes of its business;

(r) to construct, maintain, alter,
renovate and demolish any buildings or works necessary or convenient for its objects;

(s) take land in Bermuda by way of lease or letting agreement for a
term not exceeding fifty years, being land bona fide required for the purposes of the business of the Company and with the consent of the Minister granted in his discretion to take land in Bermuda by way of lease or letting agreement for a
term not exceeding twenty-one years in order to provide accommodation or recreational facilities for its officers and employees and when no longer necessary for any of the above purposes to terminate or transfer the lease or letting agreement;

(t) except to the extent, if any, as may be otherwise expressly provided in its incorporating Act or memorandum and subject to the Companies Act 1981, the
Company shall have power to invest the moneys of the Company by way of mortgage of real or personal property of every description in Bermuda or elsewhere and to sell, exchange, vary, or dispose of such mortgage as the Company shall from time to time
determine;

(u) to construct, improve, maintain, work, manage, carry out or control the whole or part of the business;

(v) to raise and assist in raising money for, and aid by way of bonus, loan, promise, endorsement, guarantee or otherwise, any person and guarantee the performance or
fulfilment of any contracts or obligations of any person, and in particular guarantee the payment of the principal of and interest on the debt obligations of any such person;

(w) to borrow or raise or secure the payment of money in such manner as the Company may think fit;

(x) to draw, make,
accept, endorse, discount, execute and issue bills of exchange, promissory notes, bills of lading, warrants and other negotiable or transferable instruments;

(y) when properly authorised to do so, to sell, lease, exchange or otherwise dispose of the undertaking of the Company or any part thereof as an entirety or substantially as an entirety for such consideration as the Company thinks fit;

(z) to sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with the property of the Company in the ordinary
course of its business;

(aa) to adopt such means of making known the products of the Company as may seem expedient, and in particular by advertising, by
purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes and rewards and making donations;

(bb)
to cause the Company to be registered and recognised in any foreign jurisdiction, and designate persons therein according to the laws of that foreign jurisdiction or to represent the Company and to accept service for and on behalf of the Company of
any process or suit;

(cc) to allot and issue fully-paid shares of the Company in payment or part payment of any property purchased or otherwise acquired
by the Company or for any past services performed for the Company;

(dd) to distribute among the members of the Company in cash, kind, specie or otherwise
as may be resolved, by way of dividend, bonus or in any other manner considered advisable, any property of the Company, but not so as to decrease the capital of the Company unless the distribution is made for the purpose of enabling the Company to
be dissolved or the distribution, apart from this paragraph, would be otherwise lawful;

(ee) to establish agencies and branches;



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(ff) to take or hold mortgages, hypothecs, liens and charges to secure payment of the purchase price, or of any unpaid
balance of the purchase price, of any part of the property of the Company of whatsoever kind sold by the Company, or for any money due to the Company from purchasers and others and to sell or otherwise dispose of any such mortgage, hypothec, lien or
charge;

(gg) to pay all costs and expenses of or incidental to the incorporation and organization of the Company;

(hh) to invest and deal with the moneys of the Company not immediately required for the objects of the Company in such manner as may be determined;

(ii) to do any of the things authorised by this Clause 7 and all things authorised by its memorandum as principals, agents, contractors, trustees or otherwise, and
either alone or in conjunction with others; and

(jj) to do all such other things as are incidental or conducive to the attainment of the objects and the
exercise of the powers of the Company.

The Company may exercise its powers beyond the boundaries of Bermuda to the extent to which the laws in force where
the powers are sought to be exercised, permit.



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



|                    |  |  |  |                   
|------------------- |  |  |  | ------------------
|                    |  | 
|/s/ Judith Collis   |  |  |  | /s/ H. Laverne Eve
|                    |  | 
|/s/ Ruby L. Rawlins |  |  |  | /s/ H. Laverne Eve
|                    |  | 
|/s/ Bernett Cox     |  |  |  | /s/ H. Laverne Eve
|                    |  | 
|/s/ Elcie Place     |  |  |  | /s/ H. Laverne Eve
|(Subscribers)       |  |  |  | (Witnesses)       
|                    |  |  |  |                   

SUSCRIBED this 22nd day of August, 2002



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STAMP DUTY (To be affixed)

Not Applicable



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Registration No. 32581

[GRAPHIC]

BERMUDA

TAX ASSURANCE

WHEREAS the Minister of Finance (the Minister), pursuant to section
2 of the Exempted Undertakings Tax Protection Act 1966, is authorised to enter into an arrangement with any exempted undertaking upon application.

WHEREAS
such undertakings may be given an assurance that in the event of there being enacted in Bermuda any legislation imposing tax computed on profits or income or computed on any capital asset, gain or appreciation, or any tax in the nature of estate
duty or inheritance tax, then the imposition of any tax described herein shall not be applicable to such undertakings or to any of its operations or the shares, debentures or other obligations of the said undertakings.

THEREFORE the Minister, upon application, hereby grants the aforementioned assurance to:

GC Acquisition Limited

(the Undertaking)

PROVIDED THAT this assurance shall not be construed so as to:

(i) prevent
the application of any such tax or duty to such persons as are ordinarily resident in these Islands; and

(ii) prevent the application of any tax payable
in accordance with the provisions of the Land Tax Act 1967 or otherwise payable in relation to the land leased to the Undertaking.

THIS TAX ASSURANCE
shall be in effect until the 28th day of March, 2016.

Given under my hand this 22nd day of October, 2002.

|                                                           
|-----------------------------------------------------------
|                                                           
|/s/ Stephen Lowe                                           
|Stephen Lowe Registrar of Companies for MINISTER OF FINANCE