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                                                                    Exhibit 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                               POLYMER GROUP, INC.

                                   ARTICLE ONE

     The name of the Corporation is POLYMER GROUP, INC.

                                   ARTICLE TWO

     The address of the Corporation's registered office in the State of Delaware
is 32 Loockerman Square, Suite L-100, Dover, Delaware, County of Kent. The name
of its registered agent at such address is The Prentice-Hall Corporation System,
Inc. The registered office and/or registered agent of the Corporation may be
changed from time to time by action of the board of directors of the Corporation
(the "Board of Directors").

                                  ARTICLE THREE

     The nature of the business or purposes to be conducted or promoted 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 (the "Delaware
General Corporation Law") either alone or with others through wholly or
partially owned subsidiaries, as a partner (limited or general) in any
partnership, as a joint venturer in any joint venture, or otherwise.

                                  ARTICLE FOUR

     Section 1. AUTHORIZED SHARES.

            (a) The total number of shares of capital stock which the
Corporation has authority to issue is 21,220,086 shares, consisting of:

            (i)     19,279,388 shares of Class A Common Stock, par value $.01
per share ("Class A Common");

            (ii)    800,000 shares of Class B Common Stock, par value $.01 per
share ("Class B Common");

            (iii)   118,453 shares of Class C Common Stock, par value $.01 per
share ("Class C Common");

            (iv)    498,688 shares of Class D Common Stock, par value $.01 per
share ("Class D Common"); and

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            (v)     523,557 shares of Class E Common Stock, par value $.01 per
share ("Class E Common").

     The Class A Common, Class B Common, Class C Common, Class D Common and
Class E Common are referred to collectively as the "Common Stock." The shares of
Common Stock shall have the rights, preferences and limitations set forth below.

            (b) Notwithstanding anything herein to the contrary, the Corporation
shall not be authorized to issue non-voting equity securities of any class,
series or other designation to the extent prohibited by Section 1123(a)(6) of
title 11 of the United States Code (the "Bankruptcy Code"); provided, however,
that the foregoing restriction shall (i) have no further force and effect beyond
that required under Section 1123(a)(6) of the Bankruptcy Code, (ii) only have
such force and effect for so long as such Section 1123(a)(6) is in effect and
applies to the Corporation and (iii) be deemed void or eliminated if required
under applicable law.

     Section 2. The preferences, limitations, designations and relative rights
of the shares of each class and the qualifications, limitations or restrictions
thereof shall be as follows:

            (a) COMMON STOCK.

     Except as otherwise provided in this Section 2(a) of Article Four or as
otherwise required by applicable law, all shares of Class A Common, Class B
Common, Class C Common, Class D Common and Class E Common shall be identical in
all respects and shall entitle the holders thereof to the same rights,
preferences and privileges, subject to the same qualifications, limitations and
restrictions, as set forth herein.

                    (i)     VOTING RIGHTS. Except as otherwise required by
applicable law, all holders of Class A Common, Class B Common, Class C Common,
Class D Common and Class E Common shall be entitled to one vote per share on all
matters to be voted on by the Corporation's stockholders, and the holders of
Class A Common, Class B Common, Class C Common, Class D Common and Class E
Common shall vote together as a single class.

                    (ii)    DISTRIBUTIONS. At the time of each Distribution,
such Distribution shall be made to the holders of issued and outstanding shares
of Class A Common, Class B Common, Class C Common, Class D Common and Class E
Common in the following amounts and priority:

                            (A)   The holders of Class A Common, Class B Common
     and Class C Common, as a group, shall be entitled to receive all or a
     portion of such Distribution (ratably among such holders on a
     share-for-share basis based upon the number of shares of Class A Common,
     Class B Common and Class C Common held by each such holder as of the time
     of such Distribution) in a cumulative amount equal to the aggregate Initial
     Equity Hurdle Distribution, and no Distribution or any portion thereof
     shall be made under paragraphs (ii)(B) or (ii)(C) below until the entire
     amount of the Initial Equity Hurdle Distribution payable on the outstanding
     shares of Class A Common, Class B Common and Class C Common as of the time
     of such Distribution has been paid in full.

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                            (B)   Once the Initial Equity Hurdle Distribution
     has been paid in full, the holders of Class A Common, Class B Common, Class
     C Common and Class D Common, as a group, shall be entitled to receive all
     or a portion of such further Distributions (ratably among such holders on a
     share-for-share basis based upon the number of shares of Class A Common,
     Class B Common, Class C Common and Class D Common held by each such holder
     as of the time of such Distribution) in a cumulative amount equal to the
     Subsequent Equity Hurdle Distribution, and no Distribution or any portion
     thereof shall be made under paragraph (ii)(C) below until the entire amount
     of the Subsequent Equity Hurdle Distribution payable on the outstanding
     shares of Class A Common, Class B Common, Class C Common and Class D Common
     has been paid in full.

                            (C)   After the required amounts of the Initial
     Equity Hurdle Distribution and Subsequent Equity Hurdle Distribution have
     been paid in full, the holders of Class A Common, Class B Common, Class C
     Common, Class D Common and Class E Common, as a group, shall be entitled to
     receive all of such further Distributions (ratably among such holders on a
     share-for-share basis based upon the number of shares of Common Stock held
     by each such holder as of the time of such Distribution).

                            (D)   In determining whether the Initial Equity
     Hurdle Distribution or Subsequent Equity Hurdle Distribution has been
     satisfied, all Distributions made from March 5, 2003 until the date of
     determination shall be aggregated.

                    (iii)   CLASS C DIVIDEND. On the Class C Dividend Payment
Date, the Corporation shall (to the extent permitted under the General
Corporation Law of Delaware) pay a cash dividend on each share of Class C Common
(the "CLASS C DIVIDEND") equal to a pro rata portion of the lesser of (i) 1% per
annum of the aggregate principal amount outstanding under the SPE Notes and (ii)
$1,000,000. The Class C Dividend shall be payable on January 1 of each year,
beginning January 1, 2004 (the "CLASS C DIVIDEND PAYMENT DATE") and shall
terminate on the maturity date of the SPE Notes .

                    (iv)    SALE TRANSACTION. In the event the Corporation is
acquired by any Person in a Sale Transaction, proper provision shall be made by
the Corporation to ensure that the holders of Common Stock are treated in
accordance with the provisions of Section 2(a)(ii) of this Article Four if and
only to the extent that a Distribution of the proceeds of such Sale Transaction
is required to be made hereunder. For purposes of ensuring compliance with the
provisions of Section 2(a)(ii) of this Article Four, all amounts received by any
holders of Common Stock in their sole capacity as a holder of Common Stock in
connection with a Sale Transaction shall be treated as a Distribution from the
Corporation to holders of Common Stock, and any non-cash consideration received
by a holder of Common Stock in their sole capacity as a holder of Common Stock
will be valued at its fair market value, on a date selected by the Board of
Directors within ten days of its distribution to holders of Common Stock, as
determined by the Board of Directors in good faith.

                    (v)     STOCK SPLITS AND STOCK DIVIDENDS. The Corporation
shall not in any manner subdivide (by stock split, stock dividend or otherwise)
or combine (by stock split,

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stock dividend or otherwise) the outstanding Common Stock of one class unless
the outstanding Common Stock of all the other classes shall be proportionately
subdivided or combined. All such subdivisions and combinations shall be payable
only in Class A Common to the holders of Class A Common, in Class B Common to
the holders of Class B Common, in Class C Common to the holders of Class C
Common, in Class D Common to the holders of Class D Common and in Class E Common
to the holders of the Class E Common.

                    (vi)    REGISTRATION OF TRANSFER. The Corporation shall keep
at its principal office (or such other place as the Corporation reasonably
designates) a register for the registration of shares of Common Stock. Upon the
surrender of any certificate representing shares of any class of Common Stock at
such place, the Corporation shall, at the request of the registered holder of
such certificate, execute and deliver a new certificate or certificates in
exchange therefor representing in the aggregate the number of shares of such
class represented by the surrendered certificate, and the Corporation forthwith
shall cancel such surrendered certificate. Each such new certificate shall be
registered in such name and shall represent such number of shares of such class
as is requested by the holder of the surrendered certificate and shall be
substantially identical in form to the surrendered certificate. The issuance of
new certificates shall be made without charge to the holders of the surrendered
certificates for any issuance tax in respect thereof or other cost incurred by
the Corporation in connection with such issuance.

                    (vii)   REPLACEMENT. Upon receipt of evidence reasonably
satisfactory to the Corporation (an affidavit of the registered holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing one or more shares of any class of Common Stock, and
in the case of any such loss, theft or destruction, upon receipt of indemnity
reasonably satisfactory to the Corporation (provided that if the holder is a
financial institution or other institutional investor its own agreement shall be
satisfactory), or, in the case of any such mutilation upon surrender of such
certificate, the Corporation shall (at its expense) execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
shares of such class represented by such lost, stolen, destroyed or mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate.

                    (viii)  NOTICES. All notices referred to herein shall be in
writing, shall be delivered personally or by first class mail, postage prepaid,
and shall be deemed to have been given when so delivered or mailed to the
Corporation at its principal executive offices and to any stockholder at such
holder's address as it appears in the stock records of the Corporation (unless
otherwise specified in a written notice to the Corporation by such holder).

                    (ix)    AMENDMENT AND WAIVER. No amendment or waiver of any
provision of this Article Four shall be effective without the prior written
consent of the holders of a majority of the then outstanding shares of Common
Stock voting as a single class; provided that no amendment directly to any terms
or provisions of any class of Common Stock that materially and adversely affects
such class of Common Stock shall be effective without the prior consent of the
holders of a majority of the then outstanding shares of such class of Common
Stock.

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                    (x)     CERTAIN ISSUANCES OF ADDITIONAL SHARES OF CLASS A
COMMON STOCK. If at any time the Corporation shall issue any additional shares
of Class A Common Stock upon conversion of the outstanding Convertible Notes,
then each holder of a share of Class B Common Stock shall receive additional
shares of Class B Common Stock in an amount per share so that the holders of the
Class B Common, as a group, continue to hold the same percentage of the combined
outstanding Class A Common, Class B Common and Class C Common immediately
following such issuance as they held immediately prior to such issuance.

                    (xi)    CONVERSION.

                    (A)     Each holder of issued and outstanding shares of
Class B Common, Class C Common, Class D Common and Class E Common (collectively,
"Convertible Stock") shall be entitled at any time to convert any or all of the
shares of such holder's Convertible Stock into an equal number of shares of
Class A Common.

                    (B)     Each conversion of shares of Convertible Stock into
shares of Class A Common shall be effected by the surrender of the certificate
or certificates representing the shares to be converted at the office of the
transfer agent for the Convertible Stock (or at the principal office of the
Corporation if the Corporation serves as its own transfer agent for the
Convertible Stock) at any time during normal business hours, together with a
written notice by the holder of such Convertible Stock stating that such holder
desires to convert the shares, or a stated number of the shares, of such
Convertible Stock represented by such certificate or certificates into shares of
Class A Common. Each conversion shall be deemed to have been effected as of the
close of business on the date on which such certificate or certificates have
been surrendered and such notice has been received, and at such time the rights
of the holder of the converted shares of Convertible Stock as such holder shall
cease and the person or persons in whose name or names the certificate or
certificates for shares of Class A Common are to be issued upon such conversion
shall be deemed to have become the holder or holders of record of the shares of
Class A Common represented thereby.

                    (C)     Promptly after the surrender of certificates and the
receipt of written notice, the transfer agent for the Convertible Stock or the
Corporation, as the case may be, shall issue and deliver in accordance with the
surrendering holder's instructions (a) the certificate or certificates for the
Class A Common issuable upon such conversion and (b) a certificate representing
any shares of Convertible Stock which were represented by the certificate or
certificates delivered to the Corporation in connection with such conversion but
which were not converted.

                    (D)     The issuance of certificates for Class A Common upon
conversion of shares of Convertible Stock shall be made without charge to the
holders of such shares for any issuance tax in respect thereof or other cost
incurred by the Corporation in connection with such conversion and the related
issuance of Class A Common; provided that the Corporation shall not be required
to pay any tax which may be payable in respect of any transfer involved in the
issuance and delivery of shares of Class A Common in a name other than that in
which the shares of Convertible Stock were registered and no such issuance or
delivery shall be made unless and until the person or entity requesting such
issuance has paid to the Corporation the amount of any such tax or has
established to the satisfaction of the Corporation that such tax has been paid.

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                    (E)     The Corporation shall at all times when Convertible
Stock shall be issued and outstanding reserve and keep available out of its
authorized but unissued shares of Class A Common, solely for the purpose of
issuance upon the conversion of the Convertible Stock such number of duly
authorized shares of Class A Common as shall from time to time be sufficient to
effect the conversion of all issued and outstanding Convertible Stock. All
shares of Class A Common which are so issuable shall, when issued, be duly and
validly issued, fully paid and nonassessable and free from all liens created by
the Corporation. The Corporation shall take all such actions as may be necessary
to assure that all such shares of Class A Common may be so issued without
violation of any applicable law or governmental regulation or any requirements
of any domestic securities exchange upon which shares of Class A Common Stock
may be listed (except for official notice of issuance which shall be immediately
transmitted by the Corporation upon issuance).

                    (F)     Neither the transfer agent for the Convertible
Stock, if any, nor the Corporation shall close its books against the transfer of
shares of Common Stock in any manner which would interfere with the timely
conversion of any shares of Convertible Stock. Any shares of Convertible Stock
so converted shall be retired and cancelled and shall not be reissued, and the
Corporation (without the need for stockholder action unless otherwise required
by applicable state or Federal laws or regulations or rules of any stock
exchange or automated quotation system) may from time to time take such
appropriate action as may be necessary to reduce the authorized number of shares
of Convertible Stock accordingly.

            (b) DEFINITIONS. Capitalized terms used in Section 1 of this Article
Four and Section 2(a) of this Article Four shall have the meanings set forth
below.

            "AFFILIATE" of any Person means any Person, directly or indirectly,
through one or more intermediaries, controlling, controlled by, or under common
control with such Person. The term "control," as used in the immediately
preceding sentence, shall mean with respect to a corporation or limited
liability company, the right to exercise, directly or indirectly, more than
fifty percent (50%) of the voting rights attributable to the controlled
corporation or limited liability company, and, with respect to any individual,
partnership, trust, other entity or association, the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of the controlled entity or the actions of the individual, as the case
may be.

            "CONVERTIBLE NOTES: means the 10% convertible subordinated notes due
2007 issued by the Corporation pursuant to the Indenture by and among the
Corporation, the Guarantors named therein and Wilmington Trust Company, as
trustee.

            "DISTRIBUTION" means each distribution on the Common Stock
(excluding all Class C Dividends) made by the Corporation to holders of Common
Stock, in their capacity as such, whether in cash, property, or equity
securities of the Corporation without consideration and whether by dividend,
liquidating distributions or otherwise; provided that (i) any exchange of any
shares of Common Stock for other shares of Common Stock or other equity
securities issued by the Company, (ii) any subdivision (by stock split, stock
dividend or otherwise) of any outstanding shares of Common Stock, (iii) any
combination (by stock split, stock dividend or otherwise) of any outstanding
shares of Common Stock, (iv) any issuance of shares pursuant to a

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rights offering to all holders of Common Stock, (v) any issuance in accordance
with Article II of the Shareholders Agreement, dated as of March 5, 2003, by and
among the Corporation and the other parties identified therein, (v) any issuance
of shares in accordance with an anti-takeover plan in the form of a any
shareholder rights or similar plan approved by the Board of Directors of the
Corporation, (vii) any payment of principal or interest on the Convertible
Notes, (viii) any issuance of shares of Class A Common Stock upon conversion of
the Convertible Notes (including any shares of Class A Common Stock issued as a
result of the antidilution provisions thereof), (ix) any payment of principal or
interest on the Senior Subordinated Notes, or (x) any issuance of shares of
Class B Common Stock pursuant to Section 2(a)(x) of this Article Four shall not
be a Distribution.

            "INITIAL EQUITY HURDLE DISTRIBUTION" means Distributions to the
holders of Common Stock in a cumulative amount equal to $600,000,000.

            "PERSON" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

            "SALE TRANSACTION" means the acquisition of (i) all or substantially
all of the assets of the Corporation or, (ii) at least 51% of the voting capital
stock of the Corporation, in each case, by any Person, whether pursuant to a
sale, merger, consolidation, reclassification, reorganization, recapitalization,
purchase of stock, tender offer, purchase of assets, lease or otherwise;
PROVIDED that a transfer of voting capital stock by GOF to an Affiliate of GOF
shall not constitute a Sale Transaction.

            "SENIOR SUBORDINATED NOTES" means any of the 10% senior subordinated
promissory notes issued pursuant to the Senior Subordinated Note Purchase
Agreement, dated as of March 5, 2003, among the Corporation, each of the
entities listed as guarantors on the signature pages thereto and MatlinPatterson
Global Opportunities Partners LP.

            "SPE NOTES" means those promissory notes issued by PGI Special
Purpose Holdings, LLC on March 5, 2003 pursuant to the Corporation's Joint
Second Amended Modified Plan of Reorganization, dated January 16, 2003 with an
original maturity date of December 31, 2007.

            "SUBSEQUENT EQUITY HURDLE DISTRIBUTION" means Distributions to
holders of Common Stock in a cumulative amount greater than $600,000,000 and up
to $1,150,000,000.

                                  ARTICLE FIVE

     The Corporation is to have perpetual existence.

                                   ARTICLE SIX

     The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors, and the directors need not be elected
by ballot unless required by the By-laws of the Corporation. In furtherance and
not in limitation of the powers conferred by statute,

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except as set forth in the By-laws of the Corporation the Board of Directors of
the Corporation is expressly authorized to make, alter, amend, change, add to or
repeal the By-laws of the Corporation.

                                  ARTICLE SEVEN

     Meetings of stockholders may be held within or without the State of
Delaware, as the By-laws of the Corporation may provide. The books of the
Corporation may be kept outside 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 By-laws
of the Corporation. The Board of Directors shall from time to time decide
whether and to what extent and at what times and under what conditions and
requirements the accounts and books of the Corporation, or any of them, except
the stock book, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any books or documents of the
Corporation except as conferred by the laws of the State of Delaware or as
authorized by the Board of Directors.

                                  ARTICLE EIGHT

     Special meetings of stockholders of the Corporation may be called only by
the chairman of the board, the president, the Board of Directors, written notice
of at least two directors then in office or stockholders of the Corporation
holding at least 25% of the outstanding shares of Common Stock in accordance
with the By-laws. Any action required or permitted to be taken by the
stockholders of the Corporation may be effected by the written consent of the
stockholders of the Corporation necessary to take such action in lieu of a
meeting of the stockholders of the Corporation.

                                  ARTICLE NINE

     Section 1. The number of directors which shall constitute the whole Board
of Directors shall be designated in the By-laws of the Corporation. Directors
shall be elected for a term of office that expires at the next succeeding annual
meeting of stockholders and shall hold office until their successors have been
elected and qualified.

     A director may be removed from office with or without cause by affirmative
vote of a majority of the outstanding shares of Common Stock voting at a meeting
or acting by written consent in lieu of an annual or special meeting of the
stockholders.

     Section 2. Except to the extent prohibited by law or otherwise set forth
herein or in the By-laws of the Corporation, the Board of Directors shall have
the right (which, to the extent exercised, shall be exclusive) to establish the
rights, powers, duties, rules and procedures that from time to time shall govern
the Board of Directors and each of its members, including, without limitation,
the vote required for any action by the Board of Directors, and that from time
to time shall affect the directors' power to manage the business and affairs of
the Corporation .

                                   ARTICLE TEN

     Section 1. To the fullest extent permitted by the Delaware General
Corporation Law as it now exists or may hereafter be amended (but, in the case
of any such amendment, only to the

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extent that such amendment permits the Corporation to provide broader
indemnification rights than permitted prior thereto), no director of the
Corporation shall be liable to the Corporation or its stockholders for monetary
damages arising from a breach of fiduciary duty owed to the Corporation or its
stockholders.

     Section 2. Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.

                                 ARTICLE ELEVEN

     The Corporation expressly elects not to be governed by Section 203 of the
Delaware General Corporation Law.

                                 ARTICLE TWELVE

     The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated Certificate of Incorporation in
the manner now or hereafter prescribed herein and by the laws of the State of
Delaware, and all rights conferred upon stockholders herein are granted subject
to this reservation; provided that any amendment, alteration, change or repeal
of Sections 2(a)(i), (ii), (iii), (iv), (v), (ix) or (x) or 2(b) of Article IV,
Article VII, Article IX, Article XII or any amendment, alteration, change or
repeal of Article X that results in an adverse effect upon the limitation of
liability provided to directors therein, in each case, shall require the
approval of at least one Non-GOF Board Member (as such term is defined in the
Shareholders Agreement dated as of March 5, 2003, by and among the Corporation,
MatlinPatterson Global Opportunities Partners LP and the other parties
identified therein (the "Shareholders Agreement")) and, in the case of any such
amendment, alteration, change or repeal of Article X, the director adversely
affected; provided further that the foregoing approval of at least one Non-GOF
Board Member shall only be required if both (a) at lease one Non-GOF Board
Member has the right to a seat on the board of directors pursuant to the
Shareholders Agreement, and (b) at the time such approval is sought one of the
following is true (i) at least one Non-GOF Board Member is a member of the board
of directors, (ii) if a Non-GOF Board Member is not a member of the board of
directors, a Non-GOF Board Member shall have been a member of the board of
directors within sixty days of such time, or (iii) if a Non-GOF Board Member is
not, and, within sixty days of such time, has not been, a member of the board of
directors, a nomination or designation of a proposed Non-GOF Board Member shall
have been made in good faith pursuant to the terms of the Shareholders Agreement
and not withdrawn, and such nominee or designee shall not have refused or
declined appointment to the board of directors.

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