<PAGE>

                                                                     Exhibit 3.1

                                    Delaware
                             ----------------------                       Page 1
                                The First State


     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO

HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF

AMENDMENT OF "PARTY CITY CORPORATION", FILED IN THIS OFFICE ON THE TWENTIETH DAY

OF NOVEMBER, A.D. 2003, AT 3:45 O'CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE

COUNTY RECORDER OF DEEDS.








                   ---------
                   |  SEAL |             /s/ Harriet Smith Windsor
                   ---------      ---------------------------------------------
                                  Harriet Smith Windsor, Secretary of State




2579581  8100                                           AUTHENTICATION:  2764362

030748469                                                        DATE:  11-20-03

<PAGE>
                                                  State of Delaware
                                                  Secretary of State
                                                  Division of Corporations
                                                  Delivered 03:45 PM 11/20/2003
                                                  FILED 03:45 PM 11/20/2003
                                                  SRV 030748469 -- 2579581 FILE

                            CERTIFICATE OF AMENDMENT

                                       TO

                      THE CERTIFICATE OF INCORPORATION OF

                             PARTY CITY CORPORATION

                  --------------------------------------------

                   Adoption in accordance with the provisions
                   of Section 242 of the General Corporation
                          Law of the State of Delaware

                 ---------------------------------------------

     FIRST:  That the Certificate of Incorporation of Party City Corporation
(the "Corporation") was filed with the Secretary of State of the State of
Delaware on January 5, 1996.


     SECOND:  That the Certificate of Incorporation of the Corporation is hereby
amended by striking out Article Fourth thereof and by substituting in lieu of
said Article the following new Article:

     "FOURTH:  The total number of shares of stock which the corporation shall
have authority to issue is 40,000,000, all of which have a par value of $.01
each. All such shares are of one class and are shares of Common Stock."

     THIRD:  That the amendment was duly adopted in accordance with the
provisions of section 242 of the General Corporation Law of the State of
Delaware.

                          [no more text on this page]
<PAGE>

      IN WITNESS WHEREOF, I have subscribed this document on the date set forth

below and do hereby affirm, under the penalties of perjury, that the statements

contained therein have been examined by me and are true and correct.

Date: November 20, 2003



                                              PARTY CITY CORPORATION


                                              By: /s/ Joseph J. Zepf
                                                  ------------------------------
                                                  Name:  Joseph J. Zepf
                                                  Title: Vice President, General
                                                  Counsel and Secretary
<PAGE>
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 01/05/1996
960005081 -- 2579581


                          CERTIFICATE OF INCORPORATION

                                       OF

                             PARTY CITY CORPORATION

                                   ----------

     The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

     FIRST:  The name of the corporation (hereinafter called the "corporation")
is

                             PARTY CITY CORPORATION

     SECOND:  The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 1013 Centre
Road, City of Wilmington, County of New Castle; and the name of the registered
agent of the corporation in the State of Delaware at such address is Corporation
Service Company.

     THIRD:  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.

     FOURTH:  The total number of shares of stock which the corporation shall
have authority to issue is 25,000,000, all of which have a par value of $.01
each. All such shares are of one class and are shares of Common Stock.

     FIFTH:  The name and the mailing address of the incorporate are as follows:


     NAME                               MAILING ADDRESS
     ----                               ---------------
Zulma M. Howarth                         Prentice Hall
                                         830 Bear Tavern Road
                                         West Trenton, New Jersey 08628

     SIXTH:  The corporation is to have perpetual existence.
<PAGE>
          SEVENTH:  Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

          EIGHTH:  For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:

          1. 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
     fixed by, or in the manner provided in, the Bylaws. The phrase "whole
     Board" and the phrase "total number of directors" shall be deemed to have
     the same meaning, to wit, the total number of directors which the
     corporation would have if there were no vacancies. No election of directors
     need be by written ballot.

          2. After the original or other Bylaws of the corporation have been
     adopted, amended, or repealed, as the case may be, in accordance with the
     provisions of Section 109 of the General Corporation Law of the State of
     Delaware, and, after the corporation has received any payment for any of
     its stock, the power to adopt, amend, or repeal the Bylaws of the
     corporation may be exercised by the Board of Directors of the corporation;
     provided, however, that any provision for the classification of directors
     of the corporation for staggered terms pursuant to the provisions of
     subsection (d) of Section 141 of the General Corporation Law of the State
     of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by
     the stockholders entitled to vote of the corporation unless provisions for
     such classification shall be set forth in this certificate of
     incorporation.
<PAGE>



          3. Whenever the corporation shall be authorized to issue only one
     class of stock, each outstanding share shall entitle the holder thereof to
     notice of, and the right to vote at, any meeting of stockholders. Whenever
     the corporation shall be authorized to issue more than one class of stock,
     no outstanding share of any class of stock which is denied voting power
     under the provisions of the certificate of incorporation shall entitle the
     holder thereof to the right to vote at any meeting of stockholders except
     as the provisions of paragraph (2) of subsection (b) of (section mark) 242
     of the General Corporation Law of the State of Delaware shall otherwise
     require; provided, that no share of any such class which is otherwise
     denied voting power shall entitle the holder thereof to vote upon the
     increase or decrease in the number of authorized shares of said class.

     NINTH: The personal liability of the directors of the corporation is hereby
eliminated to the fullest extent permitted by the provisions of paragraph (7) of
subsection (b) of (section mark) 102 of the General Corporation Law of the State
of Delaware, as the same may be amended and supplemented.

     TENTH: The corporation shall, to the fullest extent permitted by the
provisions of (section mark) 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said action, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.

     ELEVENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.

Signed on January 5, 1996

                                                 Zulma M. Howarth
                                         -------------------------------
                                                   Incorporator