<PAGE>
                                                                     EXHIBIT 3.1

                                 CERTIFICATE OF
                      RESTATED ARTICLES OF INCORPORATION OF
                          CHECK TECHNOLOGY CORPORATION


         We the undersigned Roger D. McCumber and Thomas R. King, respectively
the president and secretary of Check Technology Corporation, a corporation
subject to the provisions of the Minnesota Business Corporations Act, do hereby
certify that, pursuant to action taken by the directors of the Corporation at a
regularly scheduled meeting thereof and a majority vote of the outstanding
shares of the Corporation present in person or by proxy at an annual meeting
thereof, the Corporation effective as of July 1, 1982 elected to become governed
by Minnesota Statutes Ch. 302A and, in addition, approved and adopted the
following Restated Articles of Incorporation to supercede and take place of the
existing Articles of Incorporation.

                                    ARTICLE I

         The name of the Corporation is Check Technology Corporation

                                   ARTICLE II

         The registered office of this Corporation is located at 7660 Washington
Avenue South, Eden Prairie, Minnesota 55344.

                                   ARTICLE III

         3.01 The aggregate number of shares of capital stock which this
Corporation shall have the authority to issue is 10,000,000. All shares of
common stock issued by the Company shall have a par value of $.10 per share.

         3.02 The board of directors may from time to time establish by
resolution different classes or series of shares and may fix the rights and
preferences of said shares in any class or series.

         3.03 No shareholder of the Corporation shall have any preemptive
rights.

         3.04 No shareholder shall be entitled to any cumulative voting rights.

         3.05 The shareholders shall take action by the affirmative vote of he
holders of a majority of the voting power of all voting shares outstanding,
except where a larger proportion is required by law, these articles or a
shareholder control agreement.

                                   ARTICLE VI

         The name and address of the original incorporator of this Corporation
is: Thomas R. King, 12 Evergreen Lane, St. Paul, Minnesota, 55110.


<PAGE>

                                    ARTICLE V

         The names and addresses of the present board of directors are:

           Roger D. McCumber                      Burton M. Quint
           7660 Washington Avenue South           7660 Washington Avenue South
           Eden Prairie, MN  55344                Eden Prairie, MN  55344

           Anthony J. Adducci                     Donald W. Hewitt
           107 W. Pleasant Lake Road              7386 Washington Avenue South
           St. Paul, MN  55110                    Eden Prairie, MN  55344

           Mitzi Malevich                         Richard J. LaManna
           5601 Dewey Hill Road                   22 Hamilton Court
           Edina, MN  55435                       Whippany, NJ  07981

         IN WITNESS WHEREOF, we have hereunto set our hands this 1st day of
July, 1982.


                                                  ------------------------------
                                                  Roger D. McCumber, President


                                                  ------------------------------
                                                  Thomas R. King, Secretary

         STATE OF MINNESOTA         )
                                    ) SS.
         COUNTY OF HENNEPIN         )

         Roger D. McCumber and Thomas R. King, being duly sworn on oath, depose
and say that they are, respectively, the president and secretary of Check
Technology Corporation, the corporation named in the foregoing certificate; that
said certificate contains a true statement of the action of the shareholders and
board of directors of said corporation; that said certificate is executed on
behalf of said corporation by its express authority; and that they further
acknowledge the same to be their free act and deed and the free act and deed of
said corporation.

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

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

         Subscribed and sworn to before me this 1st day of July, 1982.



                                                  ------------------------------
                                                              Notary Public


<PAGE>


                            ARTICLES OF AMENDMENT OF
                          CHECK TECHNOLOGY CORPORATION


I, the undersigned, Thomas H. Garrett III, the Secretary of Check Technology
Corporation, a corporation subject to the provisions of Chapter 302A, Minnesota
Statutes, known as the Minnesota Business Corporation Act, do hereby certify
that resolutions adopting a new Article VI of the Articles of Incorporation to
read as set forth below were adopted pursuant to Section 302A.135, Minnesota
Statutes, by the affirmative vote of the holders of a majority of the voting
power of the shares present and entitled to vote at a meeting of the
shareholders held on September 8, 1987.

                                   ARTICLE VI

                               Director Liability

                  No director of this Corporation shall be personally liable to
                  the Corporation or its shareholders for monetary damages for
                  breach of fiduciary duty as a director, except for liability
                  (i) for any breach of the director's duty of loyalty to the
                  Corporation or its shareholders; (ii) for acts or omissions
                  not in good faith or that involve intentional misconduct or a
                  knowing violation of law; (iii) under sections 302A.559 and
                  80A.23 of the Minnesota Statutes; (iv) for any transaction
                  from which the director derived any improper personal benefit;
                  (v) for any act or omission occurring prior to the date when
                  this provision becomes effective.

                  The provisions of this Article VI shall not be deemed to limit
                  or preclude indemnification of a director by the corporation
                  for any liability of a director which has not been eliminated
                  by the provisions of this Article.

                  If the Minnesota Statutes hereafter are amended to authorize
                  the further elimination or limitation of the liability of
                  directors, then the liability of a director of the corporation
                  shall be eliminated or limited to the fullest extent permitted
                  by the Minnesota Statutes, as so amended.

IN WITNESS WHEREOF, I have subscribed my name this 17th day of September, 1987.


                                                  ------------------------------
                                                  Thomas H. Garrett III
                                                  Secretary


<PAGE>


STATE OF MINNESOTA                  )
                                    ) ss.
COUNTY OF HENNEPIN                  )

The foregoing instrument was acknowledged before me this 17th day of September,
1987 by Thomas H. Garrett III, the Secretary of Check Technology Corporation, a
Minnesota corporation, on behalf of the Corporation.



                                                  ------------------------------
                                                  Notary Public


                                       2

<PAGE>



                              ARTICLES OF AMENDMENT
                                       TO
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                          CHECK TECHNOLOGY CORPORATION


         I, the undersigned, Robert M. Barniskis, the Chief Financial Officer of
Check Technology Corporation (the "Company"), a corporation subject to the
provisions of Chapter 302A of the Minnesota Statutes, known as the Minnesota
Business Corporation Act, do hereby certify that the resolutions hereinafter set
forth was duly adopted by the affirmative vote of a majority of the shareholders
present and entitled to vote on such matter at the Annual Meeting of the
Shareholders of the Company held on March 21, 2002:

         RESOLVED, that Article I of the Company's Articles of Incorporation be
and hereby is amended and replaced in its entirety with the following:

                  "The name of the corporation is Delphax Technologies Inc."

         RESOLVED FURTHER, that Section 3.01 of Article III of the Company's
Articles of Incorporation be and hereby is amended and replaced in its entirety
with the following:

                  "3.01 The total number of shares of stock which this
                  corporation shall have authority to issue is 53,000,000
                  shares, of which 50,000,000 shares shall consist of Common
                  Stock, par value $.10 per share, and 3,000,000 shares shall
                  consist of Preferred Stock having such terms as are designated
                  by the Board of Directors at the time or times such shares of
                  Preferred Stock are issued."

         RESOLVED FURTHER, that a new Article VII be and hereby is as follows:

                                  "ARTICLE VII

                           The Board of Directors shall have the power, to the
                  extent permitted by law, to adopt, amend or repeal the Bylaws
                  of this corporation, subject to the power of the shareholders
                  to adopt, amend or repeal such Bylaws. Bylaws fixing the
                  number of directors or their classifications, qualifications
                  or terms of office, or prescribing procedures for removing
                  directors or filling vacancies in the Board may be adopted,
                  amended or repealed by shareholders only by the affirmative
                  vote of the holders of 80% of the outstanding shares of Common
                  Stock entitled to vote.

                           The number of directors shall be not less than one
                  and shall be established by resolution of the Board of
                  Directors. The number of directors may be increased or
                  decreased from time to time by a resolution adopted by


<PAGE>

                  the Board of Directors or by the holders of at least 80% of
                  the outstanding shares of Common Stock entitled to vote. In
                  case of any increase or decrease in the number of directors,
                  the increase or decrease shall be distributed among the
                  several classes of directors as equally as possible as shall
                  be determined by the Board of Directors or by the holders of
                  at least 80% of the outstanding shares of Common Stock
                  entitled to vote. The affirmative vote of the holders of at
                  least 80% of the outstanding shares of Common Stock entitled
                  to vote at an election of directors may remove any or all of
                  the directors from office at any time, with or without cause.

                           Notwithstanding any other provisions of these
                  Articles of Incorporation or the Bylaws of the corporation or
                  the fact that a lesser percentage may be specified by law,
                  these Articles of Incorporation or the Bylaws of the
                  corporation, the affirmative vote of the holders of at least
                  80% of outstanding shares of Common Stock entitled to vote
                  shall be required to amend or repeal all or any portion of
                  this Article VII or to adopt, amend or repeal any other
                  provision of the Articles of Incorporation or Bylaws of the
                  corporation so as to be inconsistent with or to contravene
                  this Article VII."

         IN WITNESS WHEREOF, I have subscribed my name this 21st day of March,
2002.



                           -----------------------------------------------------
                           Robert M. Barniskis, Chief Financial Officer


                                       2
<PAGE>



                  CERTIFICATE OF DESIGNATION, PREFERENCES, AND
                     RIGHTS OF SERIES A JUNIOR PARTICIPATING
                               PREFERRED SHARES OF
                            DELPHAX TECHNOLOGIES INC.

         I, Thomas H. Garrett, III, the Secretary of Delphax Technologies Inc.,
a corporation organized and existing under the Business Corporation Act of the
State of Minnesota, in accordance with the provisions of Section 302A.401
thereof, DO HEREBY CERTIFY:

         That pursuant to the authority conferred upon the Board of Directors by
the Articles of Incorporation of the corporation, as amended, the Board of
Directors effective March 22, 2002, adopted the following resolution creating a
series of 250,000 Preferred Shares, $.10 par value, designated as Series C
Junior Participating Preferred Shares:

         RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of this corporation in accordance with the provisions of its
Restated Articles of Incorporation, as amended, a series of Preferred Stock of
this corporation be, and it hereby is, created and that the designation and
amount thereof and the relative rights and preferences of the shares of such
series, are as follows:

         1. Designation and Amount. The shares of such series shall be
designated as "Series C Junior Participating Preferred Shares" (the "Series C
Preferred Shares"), and the number of shares constituting such series shall be
Two Hundred Fifty Thousand (250,000). The number of shares constituting such
series may, unless prohibited by the Articles of Incorporation or by applicable
law of the State of Minnesota, be increased or decreased by resolution of the
Board of Directors; provided, that no decrease shall reduce the number of Series
C Preferred Shares to a number less than the number of shares then outstanding
plus the number of shares issuable upon the exercise of outstanding options,
rights, or warrants, or upon the conversion of any outstanding securities issued
by the corporation convertible into Series C Preferred Shares.

         2. Dividends and Distributions.

                  (i) The holders of Series C Preferred Shares, in preference to
         the holders of Common Shares and of any other junior stock, shall be
         entitled to receive, when, as and if declared by the Board of Directors
         out of funds legally available for the purpose, quarterly dividends
         payable in cash on the 15th day of April, July, October and January in
         each year (each such date being referred to herein as a "Quarterly
         Dividend Payment Date"), commencing on the first Quarterly Dividend
         Payment Date after the first issuance of a Series C Preferred Share, or
         fraction thereof, in an amount per share (rounded to the nearest cent)
         equal to the greater of (a) $1.00 or (b) subject to the provision for
         adjustment hereinafter set forth, one hundred (100) times the aggregate
         per share amount of all cash dividends, and one hundred (100) times the
         aggregate per share amount (payable in kind) of all non-cash dividends
         or other distributions, other than a dividend payable in Common Shares
         or a subdivision of the outstanding Common Shares (by reclassification
         or


<PAGE>

         otherwise), declared on the Common Shares since the immediately
         preceding Quarterly Dividend Payment Date or, with respect to the first
         Quarterly Dividend Payment Date, since the first issuance of any Series
         C Preferred Share, or fraction thereof. In the event the corporation
         shall at any time after March 22, 2002 declare or pay any dividend on
         Common Shares payable in Common Shares, or effect a subdivision or
         combination or consolidation of the outstanding Common Shares (by
         reclassification or otherwise) into a greater or lesser number of
         Common Shares, then in each such case the amount to which holders of
         Series C Preferred Shares were entitled immediately prior to such event
         under such clause (b) of the preceding sentence shall be adjusted by
         multiplying such amount by a fraction, the numerator of which is the
         number of Common Shares outstanding immediately after such event, and
         the denominator of which is the number of Common Shares that were
         outstanding immediately prior to such event.

                  (ii) The corporation shall declare a dividend or distribution
         on the Series C Preferred Shares as provided in subparagraph (i) of
         this paragraph 2 simultaneously with its declaration of a dividend or
         distribution on the Common Shares (other than a dividend payable in
         Common Shares or a subdivision of the outstanding Common Shares);
         provided that, in the event no dividend or distribution shall have been
         declared on the Common Shares during the period between any Quarterly
         Dividend Payment Date and the next subsequent Quarterly Dividend
         Payment Date, a dividend of $1.00 per share on a Series C Preferred
         Shares shall nevertheless be payable, out of funds legally available
         for such purpose, on such subsequent Quarterly Dividend Payment Date.

                  (iii) Dividends shall begin to accrue and be cumulative on
         outstanding Series C Preferred Shares from the Quarterly Dividend
         Payment Date immediately preceding the date of issue of such Series C
         Preferred Shares, unless the date of issue of such shares is prior to
         the record date for the first Quarterly Dividend Payment Date, in which
         case dividends on such shares shall begin to accrue from the date of
         issue of such shares, or unless the date of issue is a Quarterly
         Dividend Payment Date or is a date after the record date for the
         determination of holders of Series C Preferred Shares entitled to
         receive a quarterly dividend and before such Quarterly Dividend Payment
         Date, in either of which events such dividends shall begin to accrue
         and be cumulative from such Quarterly Dividend Payment Date. Accrued
         but unpaid dividends shall not bear interest. Dividends paid on the
         Series C Preferred Shares in an amount less than the total amount of
         such dividends at the time accrued and payable on such shares shall be
         allocated pro rata on a share-by-share basis among all such shares
         outstanding at that time. The Board of Directors may fix a record date
         for the determination of holders of Series C Preferred Shares entitled
         to receive payment of a dividend or distribution declared thereon,
         which record date shall be not more than sixty (60) days prior to the
         date fixed for the payment thereof.

         3. Voting Rights. The holders of Series C Preferred Shares shall have
the following voting rights:

                  (i) Subject to the provision for adjustment hereinafter set
         forth, each Series C Preferred Share shall entitle the holder thereof
         to one hundred (100) votes on all matters



                                      -2-
<PAGE>

         submitted to a vote of the shareholders of the corporation. In the
         event the corporation shall at any time after March 22, 2002 declare or
         pay any dividend on Common Shares payable in Common Shares, or effect a
         subdivision or combination or consolidation of the outstanding Common
         Shares (by reclassification or otherwise) into a greater or lesser
         number of Common Shares, then in each such case the number of votes per
         share to which holders of Series C Preferred Shares were entitled
         immediately prior to such event shall be adjusted by multiplying such
         number by a fraction, the numerator of which is the number of Common
         Shares outstanding immediately after such event, and the denominator of
         which is the number of Common Shares that were outstanding immediately
         prior to such event.

                  (ii) Except as otherwise provided herein, in any other
         Certification of Designation, Preferences, and Rights creating a series
         of Preferred Stock or by law, the holders of Series C Preferred Shares
         and the holders of Common Shares and any other capital shares of the
         corporation having general voting rights shall vote together as one
         class on all matters submitted to a vote of the shareholders of the
         corporation.

                  (iii) Except as otherwise provided herein or by law, the
         holders of Series C Preferred Shares shall have not special voting
         rights, and their consent shall not be required (except to the extent
         they are entitled to vote with holders of Common Shares and any other
         capital stock of the corporation having general voting rights as set
         forth herein) for taking any corporate action.

         4. Certain Restrictions.

                  (i) Whenever quarterly dividends or other dividends or
         distributions payable on the Series C Preferred Shares as provided in
         paragraph 2 hereof are in arrears, thereafter and until all accrued and
         unpaid dividends and distributions, whether or not declared, on Series
         C Preferred Shares outstanding shall have been paid in full, the
         corporation shall not:

                           (a) declare or pay dividends, or make any other
                  distributions, on any shares of stock ranking junior (either
                  as to dividends or upon liquidation, dissolution, or winding
                  up) to the Series C Preferred Shares;

                           (b) declare or pay dividends, or make any other
                  distributions, on any shares of stock ranking on a parity
                  (either as to dividends or upon liquidation, dissolution or
                  winding up) with the Series C Preferred Shares, except
                  dividends paid ratably on the Series C Preferred Shares and
                  all such parity stock on which dividends are payable or in
                  arrears in proportion to the total amount to which the holders
                  of all such shares are then entitled;

                           (c) redeem or purchase or otherwise acquire for
                  consideration shares of any stock ranking junior (either as to
                  dividends or upon liquidation, dissolution, or winding up) to
                  the Series C Preferred Shares, provided that the corporation
                  may at any time redeem, purchase, or otherwise acquire shares
                  of any such junior stock in exchange for shares of stock of
                  the corporation ranking junior (both as to



                                      -3-
<PAGE>

                  dividends and upon liquidation, dissolution, or winding up) to
                  the Series C Preferred Shares; or

                           (d) redeem or purchase or otherwise acquire for
                  consideration any Series C Preferred Shares, or any shares of
                  stock ranking on a parity with the Series C Preferred Shares,
                  except in accordance with a purchase offer made in writing or
                  by publication (as determined by the Board of Directors) to
                  all holders of such shares upon such terms as the Board of
                  Directors, after consideration of the respective annual
                  dividend rates and other relative rights and preferences of
                  the respective series and classes, shall determine in good
                  faith will result in fair and equitable treatment among the
                  respective series or classes.

                  (ii) The corporation shall not permit any subsidiary of the
         corporation to purchase or otherwise acquire for consideration any
         shares of stock of the corporation unless the corporation could, under
         subparagraph (i) of this paragraph 4, purchase or otherwise acquire
         such shares at such time and in such manner.

         5. Reacquired Shares. Any Series C Preferred Shares purchased or
otherwise acquired by the corporation in any manner whatsoever shall constitute
authorized but unissued Preferred Shares and may be reissued as part of the new
series of the Preferred Stock by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein, in the Articles of Incorporation, or in any other Certificate of
Designation, Preferences, and Rights creating a series of Preferred Stock or as
otherwise required by law.

         6. Liquidation, Dissolution, or Winding Up. Upon any liquidation,
dissolution, or winding up of the corporation, no distribution shall be made (a)
to the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution, or winding up) to the Series C Preferred Shares
unless, prior thereto, the holders of Series C Preferred Shares shall have
received the greater of (i) $100 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment, or (ii) an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to one hundred (100) times the
aggregate amount to be distribute per share to holders of Common Shares, or (b)
to the holders of shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution, or winding up) with the Series C Preferred
Shares, except distributions made ratably on the Series C Preferred Shares and
all other such parity stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such liquidation, dissolution, or
winding up. In the event the corporation shall at any time after March 22, 2002
declare or pay any dividend on the Common Shares payable in Common Shares, or
effect a subdivision or combination or consolidation of the outstanding Common
Shares (by reclassification or otherwise) into a greater or lesser number of
Common Shares, then in each such case the aggregate amount to which holders of
Series C Preferred Shares were entitled immediately prior to such event under
clause (a)(ii) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of Common Shares
outstanding immediately after such event, and the denominator of which is the
number of Common Shares that were outstanding immediately prior to such event.



                                      -4-
<PAGE>

         7. Consolidation, Merger, Exchange, etc. In case the corporation shall
enter into any consolidation, merger, combination, statutory share exchange, or
other transaction in which the Common Shares are exchanged for or changed into
other stock or securities, money, and/or any other property, then in any such
case the Series C Preferred Shares shall at the same time be similarly exchanged
or changed into an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to one hundred (100) times the aggregate amount of
stock, securities, money, and/or any other property (payable in kind), as the
case may be, into which or for which each Common Share is changed or exchanged.
In the event the corporation shall at any time after March 22, 2002 declare or
pay any dividend on Common Shares payable in Common Shares, or effect a
subdivision or combination or consolidation of the outstanding Common Shares (by
reclassification or otherwise) into a greater or lesser number of Common Shares,
then in each such case the amount set forth in the preceding sentence with
respect to the exchange or change of Series C Preferred Shares shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number
of Common Shares outstanding immediately after such event, and the denominator
of which is the number of Common Shares that were outstanding immediately prior
to such event.

         8. No Redemption. The Series C Preferred Shares shall not be
redeemable.

         9. Rank. The Series C Preferred Shares shall rank junior in terms of
dividend and liquidation, dissolution, and winding up rights to all other series
of the corporation's Preferred Stock hereafter issued that specifically provide
that they shall rank senior to the Series C Preferred Shares.

         10. Fractional Shares. Series C Preferred Shares may be issued in
fractions of a share that shall entitle the holder, in proportion to such
holder's fractional shares, to receive dividends, participate in distributions,
and to have the benefit of all other rights of holders of Series C Preferred
Shares.

         IN WITNESS WHEREOF, I have executed this Certificate of Designation,
Preferences, and Rights this 22nd day of March, 2002.



                                             -----------------------------------
                                             Thomas H. Garrett III, Secretary




                                      -5-