Exhibit 3.1



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| |  | State of Delaware                                     
| |  | Secretary of State                                    
| |  | Division of Corporations                              
| |  | Delivered 01:55 PM 10/04/2006                         
| |  | FILED 01:55 PM 10/04/2006 SRV 060912999  3527123 FILE

RESTATED CERTIFICATE OF INCORPORATION

OF

ACCREDITED HOME LENDERS HOLDING CO.

Accredited Home Lenders Holding Co., a corporation organized and existing under the laws of the State of Delaware (the Corporation), hereby
certifies as follows:

1. The name of the Corporation is Accredited Financial Services, Inc. The date of filing of its original Certificate
of Incorporation with the Secretary of State was May 21, 2002.

2. Pursuant to Sections 242 and 245 of the General Corporation Law of
the State of Delaware, this Restated Certificate of Incorporation (this Certificate) restates and integrates the provisions of the Certificate of Incorporation of this Corporation, as amended.

3. The text of the Certificate of Incorporation as amended or supplemented heretofore is as herein set forth in full.

ARTICLE I

The name of the Corporation is:

ACCREDITED HOME LENDERS HOLDING CO.

ARTICLE II

The address of the registered office of the corporation in the State of Delaware is 1209 Orange Street, Wilmington
Delaware 19801, and the name of the registered agent of the corporation in the State of Delaware at such address is The Corporation Trust Company.

ARTICLE III

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

ARTICLE IV

A. Classes of Stock. This Corporation is authorized to issue two classes of stock to be designated, respectively, Common Stock and
Preferred Stock. The total number of shares which the Corporation is authorized to issue is Eighty Million (80,000,000) shares, par value of $0.001 per share Seventy-Five Million (75,000,000) shares shall be Common Stock, par
value $0.001 per share, and Five Million (5,000,000) shares shall be Preferred Stock, par value $0.001 per share.



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The Corporations Board of Directors is authorized, subject to any limitation prescribed by law, to
provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to
fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of any class of capital stock of the Corporation may be increased or
decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding Common Stock of the Corporation, without the approval of the holders of the Preferred Stock, or of any
series thereof, unless the approval of any such holders is required pursuant to the certificate or certificates establishing any series of Preferred Stock.

B. Rights of Common Stock. The rights, privileges and restrictions granted to and imposed upon the Common Stock are as follows:

1. Dividend Rights. The holders of Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out
of any assets of the Corporation legally available therefore, such dividends as may be declared from time to time by the Board of Directors.

2. Redemption. The Common Stock is not redeemable.

3. Voting Rights. In any
vote by the stockholders of this Corporation, each holder of shares of Common Stock shall have the right to one vote for each share of Common Stock held by such holder.

ARTICLE V

The business and affairs of the Corporation shall be managed by or under the direction of the
Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation, as amended, or the bylaws of the Corporation (the Bylaws), the directors are hereby empowered
to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation Election of directors need not be by written ballot, unless the Bylaws so provide.

Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of
stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

ARTICLE VI

The number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the
total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption). The directors shall be divided into three classes with the
term of office of the first class to expire at the first annual meeting of the stockholders following the closing of the Corporations initial public offering of its common stock (the Effective Date); the term of office of the
second class to expire at the second annual



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meeting of the stockholders held following the Effective Date; the term of office of the third class to expire at the third annual meeting of stockholders
following the Effective Date; and thereafter for each such term to expire at each third succeeding annual meeting of stockholders after such election. All directors shall hold office until the expiration of the term for which elected, and until
their respective successors are elected, except in the case of the death, resignation, or removal of any director.

Subject to the rights
of the holders of any series of Preferred Stock then outstanding, newly-created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement,
disqualification or other cause (other than removal from office by a vote of the stockholders) may be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term
expiring at the next annual meeting of stockholders. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Subject to the rights of holders of any series of Preferred Stock then outstanding, any directors, or the entire Board of Directors, may be removed from
office at any time, with or without cause, but only by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class. Vacancies in the Board of Directors resulting from such removal may be filled by a majority of the directors then in office, though less than a quorum, or by the stockholders at a special
meeting of the stockholders held for that purpose. Directors so chosen shall hold office until the new annual meeting of stockholders.

ARTICLE VII

Except as is otherwise set forth in the Bylaws, the Bylaws may be altered, amended or repealed or new Bylaws may be
adopted by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present.

Except as otherwise set forth in the Bylaws, the Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the affirmative vote of the holders of at least 66 2/3% of the shares of the capital stock of
the Corporation issued and outstanding and entitled to vote at any annual meeting of stockholders, or at any special meeting of stockholders, provided notice of such alteration, amendment, repeal or adoption of new Bylaws shall have been stated in
the notice of such special meeting.

ARTICLE VIII

To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of the foregoing provisions of this Article VIII by the stockholders of the Corporation shall not adversely affect any right or protection of a
director of



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the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions occurring prior
to, such repeal or modification.

ARTICLE IX

The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation, as amended, in the manner prescribed by the laws of the State of Delaware and all rights conferred
upon stockholders are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Certificate of Incorporation, as amended, or any provision of law which might otherwise permit a lesser vote or no vote,
but in addition to any vote of the holders of any class or series of the stock of this Corporation required by law or by this Certificate of Incorporation, as amended, the affirmative vote of the holders of at least 66 2/3% of the voting power of
all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal this Article IX, Article VI, Article VII or
Article VIII.

IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed as of this 3rd day of October,
2006.



ACCREDITED HOME LENDERS HOLDING CO,By:

/s/ James A. KonrathJames A. KonrathChairman of the Board and CEO