<PAGE>



                                                                     EXHIBIT 3.1


                                THE COMPANIES LAW

                COMPANY LIMITED BY SHARES (2001 SECOND REVISION)

                 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

                                       OF

                            GLOBALSANTAFE CORPORATION
                        (Adopted by Special Resolution of
                    the members effective November 20, 2001)

1. The name of the company is GLOBALSANTAFE Corporation (the "Company").

2. The Registered Office of the Company shall be situated at the offices of
Maples and Calder, P.O. Box 309, Ugland House, South Church Street, Grand
Cayman, Cayman Islands, or at such other place as the Board of Directors may
from time to time determine.

3. The objects for which the Company is established are unrestricted and the
Company shall have full power and authority to carry out any object not
prohibited by any law as provided by Section 6(4) of the Companies Law (2001
Second Revision).

4. Except as prohibited or limited by the Companies Law (2001 Second Revision),
in carrying out its objects the Company shall have all the powers of a natural
person in doing in any part of the world whether as principal, agent,
contractor, or otherwise whatever may be considered by it necessary or desirable
for the attainment of its objects and whatever else may be considered by it as
incidental or conducive thereto or consequential thereof, including, but without
in any way restricting the generality of the foregoing, the power to make any
alterations or amendments to this Amended and Restated Memorandum of Association
and the Amended and Restated Articles of Association of the Company considered
necessary or convenient in the manner set out in the Amended and Restated
Articles of Association of the Company all irrespective of any question of
corporate benefit, and the power to do any of the following acts or things, viz:
to pay all expenses of and incidental to the promotion, formation and
incorporation of the Company; to sell, lease or dispose of any property of the
Company; to draw, make, accept, endorse, discount, execute and issue promissory
notes, debentures, bills of exchange, bills of lading, warrants and other
negotiable or transferable instruments; to lend money or other assets and to act
as guarantors; to borrow or raise money on the security of the undertaking or on
all or any of the assets of the Company, including uncalled capital or without
security; to invest monies of the Company; to sell the undertaking of the
Company for cash or any other consideration; to distribute assets in specie to
members of the Company; to carry on any trade or business and generally to do
all acts and things which may be conveniently or profitably or usefully acquired
and dealt with, carried on, executed or done by the Company.

5. The liability of each member is limited to the amount from time to time
unpaid on such member's shares.

6. The authorized share capital of the Company is US$6,000,000, divided into
600,000,000 Ordinary Shares, par value of US $.01 per share, all of such shares
with power for the Company, insofar as is permitted by law and subject to the
provisions of the Companies Law (2001 Second Revision) and


<PAGE>




the Amended and Restated Articles of Association of the Company, to redeem, call
or purchase any of its shares, to increase or reduce the said capital and to
issue any part of its capital, whether original, redeemed, called or increased
with or without any preference, priority or special privilege or subject to any
postponement of rights or to any conditions or restrictions and so that unless
the conditions of issue shall otherwise expressly declare every issue of shares
whether declared to be ordinary, preference or otherwise shall be subject to the
powers hereinabove contained.