Exhibit
3.1







Filed
with California Secretary of State of February 4, 1999
  CERTIFICATE
OF AMENDMENT
  AND
RESTATEMENT OF
  ARTICLES
OF INCORPORATION
  HERITAGE
COMMERCE CORP
  John E.
Rossell III and Rebecca A. Levey certify that:
  1.           They
are the duly elected and acting President and Chief Executive Officer,
and Corporate Secretary, respectively, of the Corporation named
above.
  2.           The Articles
of Incorporation are amended and restated in full to read as set forth in the
attached Restated Articles of Incorporation of Heritage Commerce
Corp.
  3.           The
amendments to the Articles of Incorporation were adopted for the purposes of (i)
deleting Article III, which listed the Corporation’s initial agent for service
of process, (ii) amending Article IV to reflect a stock split that was declared
by the Corporation’s Board of Directors with respect to the shares of the
Corporation’s Common Stock, and (iii) re-numbering the Articles of Incorporation
to reflect the deletion of Article III.
  4.           The
above amendments have been approved by the Board of Directors of the
Corporation.
  5.           Pursuant
to California Corporations Code Section 902(c) and (d), the approval of the
above amendments by the shareholders of the Corporation was not required.
 We
further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
   Dated:           February
1,
1999                                        /s/
John E. Rossell III
 John E. Rossell III
 President and Chief Executive Officer
  /s/
Rebecca A. Levey
 Rebecca
A. Levey
 Corporate Secretary







RESTATED




ARTICLES
OF INCORPORATION




OF
HERITAGE COMMERCE CORP




ARTICLE
I




The name
of this Corporation is Heritage Commerce Corp




ARTICLE
II




The
purpose of this corporation is to engage in any lawful act or activity for which
a corporation may be organized under the General Corporation Law of California
other than the banking business, the trust company business, or the practice of
a profession permitted to be incorporated by the California Corporations
Code.




ARTICLE
III




a.The total
number of shares of stock that the corporation shall have authority to issue is
40,000,000 shares, which shall be divided into two classes as
follows:  (a) 30,000,000 shares of Common Stock, and
(b) 10,000,000 shares of Preferred Stock (hereinafter “Preferred
Shares”).  Upon amendment of this Article III as set forth herein,
each outstanding share of Common Stock is divided into one and one-half shares
of Common Stock.




b.The
Preferred Shares may be issued from time to time in one or more
series.  The Board of Directors is authorized to fix the number of
shares of any series of Preferred Shares and to determine the designation of any
such series.  The Board of Directors is also authorized to determine
or alter the rights, preferences, privileges, and restrictions granted to or
imposed upon any wholly unissued series of Preferred Shares and, 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 of such series then
outstanding) the number of shares of any such series subsequent to the issue of
shares of that series.







ARTICLE
IV




Any
action required to be taken by shareholders of this corporation must be taken at
a duly called annual meeting or a special meeting of shareholders of the
corporation and no action may be taken by the written consent of the
shareholders.




ARTICLE
V




The
liability of the directors of the corporation for monetary damages shall be
eliminated to the fullest extent permissible under California
law.  Any repeal or modification of this Articles, or the adoption of
any provision of the Articles of Incorporation inconsistent with this Article,
shall only be prospective and shall not adversely affect the rights under this
Article in effect at the time of the alleged occurrence of any act or omission
to act giving rise to liability.




ARTICLE
VI




This
corporation is authorized to provide indemnification of agents (as defined in
Section 317 of the California Corporations Code) for breach of duty to the
corporation and its shareholders through bylaw provisions or through agreements
with the agents, or both, in excess of the indemnification otherwise permitted
by Section 317 of the California Corporations Code, subject only to the
limitations on excess indemnifications set forth in Section 204 of the
California Corporations Code with respect to actions for breach of duty to the
corporation and its shareholders.







Filed
with California Secretary of State of June 29, 2001




CERTIFICATE
OF AMENDMENT OF




ARTICLES
OF INCORPORATION




OF




HERITAGE
COMMERCE CORP




Larry D.
McGovern and Rebecca A. Levey certify that:




1.           They
are the duly elected and acting Executive Vice President and Chief Financial
Officer, and Corporate Secretary, respectively, of the corporation named
above.




2.           The
Restated Articles of Incorporation of this corporation are amended by adding
thereto a new Article Seven, which shall read as set forth below:




ARTICLE
VII




No holder
of any class of stock of the corporation shall be entitled to cumulate votes at
any election of directors of the corporation.




3.           The
above amendment has been approved by the Board of Directors of the
corporation.




4.           The
above amendment was approved by the required vote of the shareholders of the
corporation in accordance with Section 902 of the Corporations
Code.  The total number of outstanding shares entitled to vote with
respect to the amendment was 11,076,965 common shares.  The percent
required to approve the above amendment was more than 50 percent of the
outstanding common shares entitled to vote with respect to the
amendment.




5.           The
Common stock of Heritage Commerce Corp is registered with the Securities and
Exchange Commission pursuant to Section 12(g) of the Securities Act of 1933
and is listed on the Nasdaq National Market under the symbol
‘HTBK’.




We
further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.






Dated:                      
San Jose,
California                                                                               /s/
Larry D. McGovern


June 27,
2001                                                                              Larry D.
McGovern


Executive Vice
President


and Chief Financial
Officer






/s/
Rebecca A. Levey


Rebecca A.
Levey


Corporate
Secretary







Filed
with California Secretary of State of June 2, 2005




CERTIFICATE
OF AMENDMENT




OF




ARTICLE
OF INCORPORATION




OF




HERITAGE
COMMERCE CORP




Larry D.
McGovern and Rebecca A. Levey certify that:




1.           They
are the duly elected and acting Executive Vice President and Chief Financial
Officer and Secretary, respectively, of Heritage Commerce Corp, a California
corporation.




2.           The
Restated Articles of Incorporation of this corporation are amended by deleting
in its entirely ARTICLE VII.




3.           The
foregoing amendment of Restated Articles of Incorporation has been duly approved
by the board of directors.




4.           The
foregoing amendment of Restated Articles of Incorporation has been duly approved
by the required vote of shareholders in accordance with Section 902,
Corporations Code.  The total number of outstanding shares entitled to
vote with respect to the amendment was 11,788,426 common
shares.   The number of shares voting in favor of the amendment
equaled or exceeded the vote required.  The percentage vote required
was more than 50%.  No shares of Series A Junior Participating
Preferred Stock have been issued.




We
further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.






Dated:                      May 26,
2005                                                                                                                 
/s/
Larry D. McGovern


Larry D.
McGovern


Executive Vice
President


and Chief Financial
Officer






/s/
Rebecca A. Levey


Rebecca A.
Levey


Secretary







Filed
with California Secretary of State of November 17, 2008




CERTIFICATE
OF DETERMINATION








SERIES A
JUNIOR PARTICIPATING PREFERRED SHARES




OF




HERITAGE
COMMERCE CORP




Pursuant
to Section 401 of the Corporations Code of the State of
California:




We,
Lawrence D. McGovern, Executive Vice President and Rebecca A. Levey,
Secretary, of Heritage Commerce Corp, a corporation organized and existing under
the laws of California (hereinafter called the “Corporation”) do hereby certify
as follows:




1.           On
October 25, 2001, the Board of Directors of the Corporation adopted a
resolution designating 1,000,000 shares of Preferred Stock as Series A
Junior Participating Preferred Stock.




2.           A
Certificate of Determination Series A Junior Participating Preferred Shares
was filed with the California Secretary of State on November 1, 2001
creating the Series A Junior Participating Preferred Stock.




3.           No
shares of Series A Junior Participating Preferred Stock have been
issued.




4.           Pursuant
to the authority conferred upon the Board the Directors by the Articles of
Incorporation of the Corporation, the following resolution was duly adopted by
the Board of Directors on November 12, 2008 to decrease the number of
shares of “Series A Junior Participating Preferred Stock” to zero (0) and such
series will no longer be in force or be an authorized series of Preferred Stock
of the Corporation.




RESOLVED,
that in order to implement the revocation of the series of Preferred Stock
designated as “Series A Junior Participating Preferred Stock” in the Certificate
of Determination filed with the California Secretary of State on
November 1, 2001, the authorized number of shares of constituting “Series A
Junior Participating Preferred Stock” shall be zero (0) and such series will no
longer be in force or be an authorized series of Preferred Stock of
Corporation.




We
further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.






Dated:                      November 17,
2008                                                                                                        
/s/
Larry D. McGovern


Larry D.
McGovern


Executive Vice
President






/s/
Rebecca A. Levey


Rebecca A.
Levey


Secretary