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Exhibit 3.1(c) CERTIFICATE OF AMENDMENT OF
FOURTH RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICA ONLINE LATIN AMERICA, INC. It is hereby certified that: 1. The name of the corporation (hereinafter called the Corporation) is
America Online Latin America, Inc. 2. The Board of Directors of the Corporation at a meeting duly held,
adopted a resolution proposing and declaring advisable the amendment (the
Amendment) to the Fourth Restated Certificate of Incorporation of the
Corporation as indicated below. 3. The stockholders of the Corporation entitled to vote on the Amendment
approved the Amendment by unanimous written consent. 4. The Fourth Restated Certificate of Incorporation of the Corporation
filed on August 6, 2002, as amended, is hereby further amended by: (A) striking out Clause (a) of Article THIRD thereof and by substituting
in lieu of said Clause (a) of said Article the following new Clause: (a) Purpose. Subject to the provisions of Clause (d) of this Article THIRD and
Clause (b)(i)(B) of Article FOURTH, the purpose of the Corporation is to engage
in any lawful act or activity for which a corporation may be organized under
the General Corporation Law of the State of Delaware (the GCL); provided,
however, that until all outstanding shares of High Vote Stock (as defined
below) of the Corporation have been converted into shares of Class A Common
Stock (as defined below) in accordance with Clause (b)(iii) of Article FOURTH
of this Certificate of Incorporation or are otherwise no longer issued and
outstanding, the Corporation shall not, and shall not have the power to, engage
directly or indirectly, including without limitation through any Subsidiary (as
defined below) or Affiliate (as defined below), in any business other than (i)
providing Interactive Services (as defined below) in the Territory (as defined
below), and engaging in ancillary activities necessary or desirable to conduct
such businesses, (ii) providing Content, management and related activities on
the AOL online service or any other AOL-branded property, including creating,
maintaining and managing for AOL, English and Spanish-language versions of a
mini channel directed at the Hispanic audience in the United States, and taking
all actions necessary or desirable to carry out and perform such activities and
any other activities contemplated, either explicitly or implicitly, thereby,
including executing, delivering and performing any agreements, documents and
instruments entered into in connection therewith, (iii) providing telephonic or
online customer support services, telemarketing or insurance agency services
to, or on behalf of, third parties inside or outside of the Territory and
taking all actions necessary or desirable to carry out and perform such
activities and any other activities contemplated, either explicitly or
implicitly, thereby, including executing, delivering and performing any
agreements, documents and instruments entered into in connection therewith and
(iv) providing programming, website development, consulting services or market
research activities for third parties inside or outside of the Territory and
taking all actions necessary or desirable to carry out and perform such
activities and any other activities contemplated, either explicitly or
implicitly, thereby, including executing, delivering and performing any
agreements, documents and instruments entered into in connection therewith. 5. The amendment of the restated certificate of incorporation herein
certified has been duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware. Signed this 23rd day of January, 2004. By:
    /s/ Brian L. HellerName:
    Brian L. HellerTitle:
    Assistant Secretary