<Page>

                                                                     Exhibit 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                      UNIVERSAL ACCESS GLOBAL HOLDINGS INC.


     Universal Access Global Holdings Inc., a Delaware corporation (the
"Corporation"), does hereby certify that:

     1.   The name of this Corporation is Universal Access Global Holdings Inc.

     2.   The Corporation filed its original Certificate of Incorporation with
the Secretary of State of Delaware under the name "UAXS Global Holdings Inc." on
December 19, 2000.

     3.   Pursuant to Section 253 of the General Corporation Law of the State of
Delaware, UAXS Global Holdings Inc. merged with Renaming Corporation on or
around October 29, 2001 and changed its name to Universal Access Global Holdings
Inc. as part of that transaction.

     4.   This Restated Certificate of Incorporation restates and integrates but
does not further amend the provisions of the Corporation's Certificate of
Incorporation as heretofore amended or supplemented, and there is no discrepancy
between those provisions and the provisions of this Restated Certificate of
Incorporation.

     5.   This Restated Certificate of Incorporation has been duly adopted by
the Board of Directors without a vote of the Shareholders in accordance with
Section 245 of the General Corporation Law of the State of Delaware.

     6.   The text of the Certificate of Incorporation is hereby restated to
read herein as set forth in full:


     FIRST: The name of this Corporation is Universal Access Global Holdings
Inc.

     SECOND: The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware
19801. The name of its registered agent at such address is The Corporation Trust
Company.

<Page>

     THIRD: The purpose of this Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

     FOURTH: This Corporation is authorized to issue two classes of shares to be
designated, respectively, Common Stock and Preferred Stock. The total number of
shares of Common Stock which this corporation is authorized to issue is
1,000,000,000, with a par value of $0.01, and the total number of shares of
Preferred Stock which this corporation is authorized to issue is 20,000,000,
with a par value of $0.01.

     The Preferred Stock may be issued from time to time in one or more series
pursuant to a resolution or resolutions providing for such issue duly adopted by
the Board of Directors (authority to do so being hereby expressly vested in the
Board). The Board of Directors is further authorized to determine or alter the
rights, preferences, privileges and restrictions granted to or imposed upon any
wholly unissued series of Preferred Stock and to fix the number of shares of any
such series of Preferred Stock and the designation of any such series of
Preferred Stock. The Board of Directors is authorized, within the limits and
restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series, to increase or
decrease (but not below the number of shares thereof then outstanding) the
number of shares of any such series subsequent to the issue of shares of that
series, to determine the designation of any series, and to fix the number of
shares of any series.

     SERIES A PARTICIPATING PREFERRED STOCK

          A statement of the designation and the powers, preferences and rights,
     and the qualifications, limitations and restrictions thereof, of the shares
     of a series of Preferred Stock of the Corporation known as Series A
     Participating Preferred Stock is as follows:

          Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
     designated as "Series A Participating Preferred Stock." The Series A
     Participating Preferred Stock shall have a par value of $0.01 per share,
     and the number of shares constituting such series shall be 300,000.

          Section 2. PROPORTIONAL ADJUSTMENT. In the event that the Corporation
     shall at any time after


                                       2
<Page>

     the issuance of any share or shares of Series A Participating Preferred
     Stock (i) declare any dividend on Common Stock of the Corporation ("Common
     Stock") payable in shares of Common Stock, (ii) subdivide the outstanding
     Common Stock or (iii) combine the outstanding Common Stock into a smaller
     number of shares, then in each such case the Corporation shall
     simultaneously effect a proportional adjustment to the number of
     outstanding shares of Series A Participating Preferred Stock.

          Section 3. DIVIDENDS AND DISTRIBUTIONS.

          (a)  Subject to the prior and superior right of the holders of any
     shares of any series of Preferred Stock ranking prior and superior to the
     shares of Series A Participating Preferred Stock with respect to dividends,
     the holders of shares of Series A Participating Preferred Stock shall be
     entitled to receive when, as and if declared by the Board of Directors out
     of funds legally available for the purpose, quarterly dividends payable in
     cash on the last day of February, May, August and November in each year
     (each such date being referred to herein as a "Quarterly Dividend Payment
     Date"), commencing on the first Quarterly Dividend Payment Date after the
     first issuance of a share or fraction of a share of Series A Participating
     Preferred Stock, in an amount per share (rounded to the nearest cent) equal
     to 1,000 times the aggregate per share amount of all cash dividends, and
     1,000 times the aggregate per share amount (payable in kind) of all
     non-cash dividends or other distributions other than a dividend payable in
     shares of Common Stock or a subdivision of the outstanding shares of Common
     Stock (by reclassification or otherwise), declared on the Common Stock
     since the immediately preceding Quarterly Dividend Payment Date, or, with
     respect to the first Quarterly Dividend Payment Date, since the first
     issuance of any share or fraction of a share of Series A Participating
     Preferred Stock.

          (b)  The Corporation shall declare a dividend or distribution on the
     Series A Participating Preferred Stock as provided in paragraph (a) above
     immediately after it declares a


                                       3
<Page>

     dividend or distribution on the Common Stock (other than a dividend payable
     in shares of Common Stock).

          (c)  Dividends shall begin to accrue on outstanding shares of Series A
     Participating Preferred Stock from the Quarterly Dividend Payment Date next
     preceding the date of issue of such shares of Series A Participating
     Preferred Stock, unless the date of issue of such shares is prior to the
     record date for the first Quarterly Dividend Payment Date, in which case
     dividends on such shares shall begin to accrue from the date of issue of
     such shares, or unless the date of issue is a Quarterly Dividend Payment
     Date or is a date after the record date for the determination of holders of
     shares of Series A Participating Preferred Stock entitled to receive a
     quarterly dividend and before such Quarterly Dividend Payment Date, in
     either of which events such dividends shall begin to accrue from such
     Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not
     bear interest. Dividends paid on the shares of Series A Participating
     Preferred Stock in an amount less than the total amount of such dividends
     at the time accrued and payable on such shares shall be allocated pro rata
     on a share-by-share basis among all such shares at the time outstanding.
     The Board of Directors may fix a record date for the determination of
     holders of shares of Series A Participating Preferred Stock entitled to
     receive payment of a dividend or distribution declared thereon, which
     record date shall be no more than 30 days prior to the date fixed for the
     payment thereof.

          Section 4. VOTING RIGHTS. The holders of shares of Series A
     Participating Preferred Stock shall have the following voting rights:

          (a)  Each share of Series A Participating Preferred Stock shall
     entitle the holder thereof to 1,000 votes on all matters submitted to a
     vote of the stockholders of the Corporation.

          (b)  Except as otherwise provided herein or by law, the holders of
     shares of Series A Participating Preferred Stock and the holders of shares
     of Common Stock shall vote together as one


                                       4
<Page>

     class on all matters submitted to a vote of stockholders of the
     Corporation.

          (c)  Except as required by law, the holders of Series A Participating
     Preferred Stock shall have no special voting rights and their consent shall
     not be required (except to the extent that they are entitled to vote with
     holders of Common Stock as set forth herein) for taking any corporate
     action.

          Section 5. CERTAIN RESTRICTIONS.

          (a)  The Corporation shall not declare any dividend on, make any
     distribution on, or redeem or purchase or otherwise acquire for
     consideration any shares of Common Stock after the first issuance of a
     share or fraction of a share of Series A Participating Preferred Stock
     unless concurrently therewith it shall declare a dividend on the Series A
     Participating Preferred Stock as required by Section 3 hereof.

          (b)  Whenever quarterly dividends or other dividends or distributions
     payable on the Series A Participating Preferred Stock as provided in
     Section 3 are in arrears, thereafter and until all accrued and unpaid
     dividends and distributions, whether or not declared, on shares of Series A
     Participating Preferred Stock outstanding shall have been paid in full, the
     Corporation shall not

               (i)  declare or pay dividends on, make any other distributions
     on, or redeem or purchase or otherwise acquire for consideration any shares
     of stock ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series A Participating Preferred Stock;

               (ii) declare or pay dividends on, or make any other distributions
     on any shares of stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series A Participating
     Preferred Stock, except dividends paid ratably on the Series A
     Participating Preferred Stock and all such parity stock on which dividends
     are payable or


                                       5
<Page>

     in arrears in proportion to the total amounts to which the holders of all
     such shares are then entitled;

               (iii) redeem or purchase or otherwise acquire for consideration
     shares of any stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series A Participating
     Preferred Stock, provided that the Corporation may at any time redeem,
     purchase or otherwise acquire shares of any such parity stock in exchange
     for shares of any stock of the Corporation ranking junior (either as to
     dividends or upon dissolution, liquidation or winding up) to the Series A
     Participating Preferred Stock;

               (iv) purchase or otherwise acquire for consideration any shares
     of Series A Participating Preferred Stock, or any shares of stock ranking
     on a parity with the Series A Participating Preferred Stock, except in
     accordance with a purchase offer made in writing or by publication (as
     determined by the Board of Directors) to all holders of such shares upon
     such terms as the Board of Directors, after consideration of the respective
     annual dividend rates and other relative rights and preferences of the
     respective series and classes, shall determine in good faith will result in
     fair and equitable treatment among the respective series or classes.

          (c)  The Corporation shall not permit any subsidiary of the
     Corporation to purchase or otherwise acquire for consideration any shares
     of stock of the Corporation unless the Corporation could, under paragraph
     (a) of this Section 5, purchase or otherwise acquire such shares at such
     time and in such manner.

          Section 6. REACQUIRED SHARES. Any shares of Series A Participating
     Preferred Stock purchased or otherwise acquired by the Corporation in any
     manner whatsoever shall be retired and canceled promptly after the
     acquisition thereof. All such shares shall upon their cancellation become
     authorized but unissued shares of Preferred Stock and may be reissued as
     part of a new series of


                                       6
<Page>

     Preferred Stock to be created by resolution or resolutions of the Board of
     Directors, subject to the conditions and restrictions on issuance set forth
     herein and in the Restated Certificate of Incorporation, as then amended.

          Section 7. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any
     liquidation, dissolution or winding up of the Corporation, the holders of
     shares of Series A Participating Preferred Stock shall be entitled to
     receive an aggregate amount per share equal to 1,000 times the aggregate
     amount to be distributed per share to holders of shares of Common Stock
     plus an amount equal to any accrued and unpaid dividends on such shares of
     Series A Participating Preferred Stock.

          Section 8. CONSOLIDATION, MERGER, ETC. In case the Corporation shall
     enter into any consolidation, merger, combination or other transaction in
     which the shares of Common Stock are exchanged for or changed into other
     stock or securities, cash and/or any other property, then in any such case
     the shares of Series A Participating Preferred Stock shall at the same time
     be similarly exchanged or changed in an amount per share equal to 1,000
     times the aggregate amount of stock, securities, cash and/or any other
     property (payable in kind), as the case may be, into which or for which
     each share of Common Stock is changed or exchanged.

          Section 9. NO REDEMPTION. The shares of Series A Participating
     Preferred Stock shall not be redeemable.

          Section 10. RANKING. The Series A Participating Preferred Stock shall
     rank junior to all other series of the Corporation's Preferred Stock as to
     the payment of dividends and the distribution of assets, unless the terms
     of any such series shall provide otherwise.

          Section 11. AMENDMENT. The Restated Certificate of Incorporation of
     the Corporation shall not be further amended in any manner which would
     materially alter or change the powers, preference or special rights of the
     Series A


                                       7
<Page>

     Participating Preferred Stock so as to affect them adversely without the
     affirmative vote of the holders of a majority of the outstanding shares of
     Series A Participating Preferred Stock, voting separately as a series.

          Section 12. FRACTIONAL SHARES. Series A Participating Preferred Stock
     may be issued in fractions of a share which shall entitle the holder, in
     proportion to such holder's fractional shares, to exercise voting rights,
     receive dividends, participate in distributions and to have the benefit of
     all other rights of holders of Series A Participating Preferred Stock.

     FIFTH: The Corporation is to have perpetual existence.

     SIXTH: Elections of directors need not be by written ballot unless a
stockholder demands election by written ballot at the meeting and before voting
begins or unless the Bylaws of the Corporation shall so provide.

     SEVENTH: The management of the business and the conduct of the affairs of
the Corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be
designated in the Bylaws of the Corporation.

     The Board of Directors shall be divided into three classes designated as
Class I, Class II, and Class III, respectively. Directors shall be assigned to
each class in accordance with a resolution or resolutions adopted by the Board
of Directors. At the first annual meeting of stockholders following the date of
filing of the original Certificate of Incorporation, the term of office of the
Class II directors shall expire, and Class II directors shall be elected for a
full term of three years. At the second annual meeting of stockholders following
the date of filing of the original Certificate of Incorporation, the term of
office of the Class III directors shall expire, and Class III directors shall be
elected for a full term of three years. At the third annual meeting of
stockholders following the date of filing of the original Certificate of
Incorporation, the term of office of the Class I directors shall expire, and
Class I directors shall be elected for a full term of three years. At each
succeeding annual meeting of stockholders, directors shall be elected for a full
term of three years to succeed the directors of the class whose terms expire at
such annual meeting.


                                       8
<Page>

     Notwithstanding the foregoing provisions of this Article, each director
shall serve until his or her successor is duly elected and qualified or until
his or her death, resignation, or removal. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.

     Any vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal, or other causes shall be filled by either (i) the
affirmative vote of the holders of a majority of the voting power of the
then-outstanding shares of voting stock of the Corporation entitled to vote
generally in the election of directors (the "Voting Stock") voting together as a
single class; or (ii) by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board of
Directors. Newly created directorships resulting from any increase in the number
of directors shall, unless the Board of Directors determines by resolution that
any such newly created directorship shall be filled by the stockholders, be
filled only by the affirmative vote of the directors then in office, even though
less than a quorum of the Board of Directors. Any director elected in accordance
with the preceding sentence shall hold office for the remainder of the full term
of the class of directors in which the new directorship was created or the
vacancy occurred and until such director's successor shall have been elected and
qualified.

     The affirmative vote of sixty-six and two-thirds percent (66-2/3%) of the
voting power of the then outstanding shares of Voting Stock, voting together as
a single class, shall be required for the adoption, amendment or repeal of the
following sections of the Corporation's Bylaws by the stockholders of the
Corporation: 2.2 (Annual Meeting) and 2.3 (Special Meeting).

     No action shall be taken by the stockholders of the Corporation except at
an annual or special meeting of the stockholders called in accordance with the
Bylaws.

     Any director, or the entire Board of Directors, may be removed from office
at any time (i) with cause by the affirmative vote of the holders of at least a
majority of the voting power of all of the then-outstanding shares of the Voting
Stock, voting together as a single class; or (ii) without cause by the
affirmative vote of the holders of at least sixty-six and two-thirds percent
(66-2/3%) of the voting power of all of the then-outstanding shares of the
Voting Stock.


                                       9
<Page>

     EIGHTH:   A.   To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or as may hereafter be amended, a director of
the Corporation or any subsidiary of the Corporation shall not be personally
liable to the Corporation or its stockholders and shall otherwise be indemnified
by the Corporation for monetary damages for breach of fiduciary duty as a
director of the Corporation, any predecessor of the Corporation or any
subsidiary of the Corporation.

               B.   The Corporation shall indemnify to the fullest extent
permitted by law any person made or threatened to be made a party to an action
or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that he, his testator or intestate is or was a director or
officer of the Corporation, any predecessor of the Corporation or any subsidiary
of the Corporation or serves or served at any other enterprise as a director or
officer at the request of the Corporation, any predecessor to the Corporation or
any subsidiary of the Corporation.

               C.   Neither any amendment nor repeal of this Article EIGHTH, nor
the adoption of any provision of the Corporation's Certificate of Incorporation
inconsistent with this Article EIGHTH, shall eliminate or reduce the effect of
this Article EIGHTH, in respect of any matter occurring, or any action or
proceeding accruing or arising or that, but for this Article EIGHTH, would
accrue or arise, prior to such amendment, repeal, or adoption of an inconsistent
provision.

     NINTH: Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the Voting Stock required by law, this Certificate
of Incorporation or any rights of designation of Preferred Stock conferred by
the Board of Directors pursuant to Article FOURTH, the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting
power of all of the then-outstanding shares of the Voting Stock, voting together
as a single class, shall be required to alter, amend or repeal Article SEVENTH
or this Article NINTH.

     TENTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, except as provided in Article NINTH of


                                       10
<Page>

this Certificate, and all rights conferred upon the stockholders herein are
granted subject to this right.

     ELEVENTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the Bylaws of the Corporation. Exclusive authority to amend the Bylaws to
change the authorized number of Directors shall reside in the Board of
Directors.

     TWELFTH: Meetings of stockholders may be held within or without the State
of Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside of the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.

     THIRTEENTH: Advance written notice of new business and stockholder
nominations for the election of directors shall be given in the manner and to
the extent provided in the Bylaws of the Corporation.

     FOURTEENTH: Stockholders shall not be entitled to cumulative voting rights
for the election of directors.


     IN WITNESS WHEREOF, Universal Access Global Holdings Inc. has caused this
Restated Certificate of Incorporation to be signed by Scott D. Fehlan, its
Secretary, on July 9, 2002.


                              Universal Access Global Holdings Inc.

                              By:       /s/ Scott D. Fehlan
                              Name:     Scott D. Fehlan
                              Title:    Secretary


                                       11