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                                                                     Exhibit 3.1

                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  ORBCOMM INC.

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               Pursuant to Section 245 of the General Corporation
                          Law of the State of Delaware

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            ORBCOMM INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify as follows:

FIRST: The name of the Corporation is ORBCOMM INC.

SECOND: The original Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on October 16, 2003.

THIRD: The Certificate of Incorporation of the Corporation is hereby restated
and integrated into a single instrument to read in full as set forth in the
Restated Certificate of Incorporation of the Corporation attached hereto as
Exhibit A and made a part hereof.

FOURTH: The Restated Certificate of Incorporation of the Corporation was duly
adopted in accordance with the provisions of Section 245 of the General
Corporation Law of the State of Delaware.

FIFTH: The Restated Certificate of Incorporation of the Corporation only
restates and integrates and does not further amend the provisions of the
Certificate of Incorporation of the Corporation as theretofore amended or
supplemented, and there is no discrepancy between the provisions of the
Certificate of Incorporation and the provisions of the Restated Certificate of
Incorporation of the Corporation.

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IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by
its officer thereunto duly authorized this 26th day of December, 2006.


                                    ORBCOMM INC.



                                    By:
                                       ---------------------------------
                                       Name:  Christian G. Le Brun
                                       Title: Senior Vice President and
                                              General Counsel


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<PAGE>

                                                                       Exhibit A


                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  ORBCOMM INC.


FIRST: The name of the Corporation is

                                 ORBCOMM INC.

SECOND: The Corporation's registered office in the State of Delaware is located
at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware
19808 and the name of its registered agent at that address is Corporation
Service Company.

THIRD: The nature of the business, or objects or purposes to be transacted,
promoted or carried on, are: 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 all classes of stock which the Corporation
shall have the authority to issue is 300,000,000, of which 50,000,000 shares of
the par value of $0.001 are to be of a class designated Preferred Stock and
250,000,000 shares of the par value of $0.001 each are to be of a class
designated Common Stock.

            In this Article Fourth, any reference to a section or paragraph,
without further attribution, within a provision relating to a particular class
of stock is intended to refer solely to the specified section or paragraph of
the other provisions relating to the same class of stock.

COMMON STOCK

            The Common Stock shall have the following voting powers,
designations, preferences and relative, participating, optional and other
special rights, and qualifications, limitations or restrictions thereof:

            1. DIVIDENDS. Whenever the full dividends upon any outstanding
      Preferred Stock for all past dividend periods shall have been paid and the
      full dividends thereon for the then current respective dividend periods
      shall have been paid, or declared and a sum sufficient for the respective
      payments thereof set apart, the holders of shares of the Common Stock
      shall be entitled to receive such dividends and distributions in equal
      amounts per share, payable in cash or otherwise, as may be declared
      thereon by the Board of Directors from time to time out of assets or funds
      of the Corporation legally available therefor, subject to the rights of
      holders

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      of Preferred Stock in this Certificate of Incorporation or in any
      Preferred Stock Designation.

            2. RIGHTS ON LIQUIDATION. In the event of any liquidation,
      dissolution or winding-up of the Corporation, whether voluntary or
      involuntary, after the payment or setting apart for payment to the holders
      of any outstanding Preferred Stock of the full preferential amounts to
      which such holders are entitled as herein provided or referred to, all of
      the remaining assets of the Corporation shall belong to and be
      distributable in equal amounts per share to the holders of the Common
      Stock. For purposes of this paragraph 2, a consolidation or merger of the
      Corporation with any other corporation, or the sale, transfer or lease of
      all or substantially all its assets shall not constitute or be deemed a
      liquidation, dissolution or winding-up of the Corporation.

            3. VOTING. Except as otherwise provided by the laws of the State of
      Delaware or by this Article Fourth, each share of Common Stock shall
      entitle the holder thereof to one vote.

PREFERRED STOCK

            The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized to provide for the issuance
of shares of Preferred Stock in series and, by filing a certificate pursuant to
the applicable law of the State of Delaware (hereinafter referred to as a
"Preferred Stock Designation"), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations and restrictions thereof. The authority of the Board of Directors
with respect to each series shall include, but not be limited to, determination
of the following:

            (a) the designation of the series, which may be by distinguishing
      number, letter or title;

            (b) the number of shares of the series, which number the Board of
      Directors may thereafter (except where otherwise provided in the Preferred
      Stock Designation) increase or decrease (but not below the number of
      shares thereof then outstanding);

            (c) whether dividends, if any, shall be cumulative or noncumulative
      and the dividend rate of the series;

            (d) the dates at which dividends, if any, shall be payable;


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            (e) the redemption rights and price or prices, if any, for shares of
      the series;

            (f) the terms and amount of any sinking fund provided for the
      purchase or redemption of shares of the series;

            (g) the amounts payable on shares of the series in the event of any
      voluntary or involuntary liquidation, dissolution or winding up of the
      affairs of the Corporation;

            (h) whether the shares of the series shall be convertible or
      exchangeable into shares of any other class or series, or any other
      security, of the Corporation or any other corporation, and, if so, the
      specification of such other class or series or such other security, the
      conversion or exchange price or prices or rate or rates, any adjustments
      thereof, the date or dates as of which such shares shall be convertible or
      exchangeable and all other terms and conditions upon which such conversion
      or exchange may be made;

            (i) restrictions on the issuance of shares of the same series or of
      any other class or series; and

            (j) the voting rights, if any, of the holders of shares of the
      series.

            Except as may be provided in this Certificate of Incorporation or in
a Preferred Stock Designation, the Common Stock shall have the exclusive right
to vote for the election of directors and for all other purposes, and holders of
Preferred Stock shall not be entitled to receive notice of any meeting of
stockholders at which they are not entitled to vote. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the outstanding Common Stock, without a vote of the
holders of the Preferred Stock, or of any series thereof, unless a vote of any
such holders is required pursuant to this Certificate of Incorporation or any
Preferred Stock Designation.

            The Corporation shall be entitled to treat the person in whose name
any share of its stock is registered as the owner thereof for all purposes and
shall not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not the Corporation shall
have notice thereof, except as expressly provided by applicable law.

FIFTH: The Corporation is to have perpetual existence.

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<PAGE>

SIXTH: The private property of the stockholders of the Corporation shall not be
subject to the payment of corporate debts to any extent whatever.

SEVENTH: Subject to the rights of the holders of any series of Preferred Stock
to elect additional directors under specified circumstances, the number of
directors of the Corporation shall be fixed from time to time exclusively by the
Board of Directors pursuant to a resolution adopted by a majority of the whole
Board. A director need not be a stockholder. The election of directors of the
Corporation need not be by ballot unless the bylaws so require.

            The directors, other than those who may be elected by the holders of
any series of Preferred Stock or any other series or class of stock, as provided
herein or in any Preferred Stock Designation, shall be divided into three
classes, as nearly equal in number as possible. One class of directors shall be
initially elected for a term expiring at the annual meeting of stockholders to
be held in 2007, another class shall be initially elected for a term expiring at
the annual meeting of stockholders to be held in 2008, and another class shall
be initially elected for a term expiring at the annual meeting of stockholders
to be held in 2009. Members of each class shall hold office until their
successors are duly elected and qualified. At each annual meeting of the
stockholders of the Corporation, commencing with the 2007 annual meeting, the
successors of the class of directors whose term expires at that meeting shall be
elected by a plurality vote of all votes cast for the election of directors at
such meeting to hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election.

            Subject to the rights of the holders of any series of Preferred
Stock, and unless the Board of Directors otherwise determines, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies on the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
only by a majority vote of the directors then in office, though less than a
quorum, and directors so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of office of the class to which
they have been elected expires and until such director's successor shall have
been duly elected and qualified. No decrease in the number of authorized
directors constituting the whole Board of Directors shall shorten the term of
any incumbent director.

            Subject to the rights of the holders of any series of Preferred
Stock or any other series or class of stock, as provided herein or in any
Preferred Stock Designation, to elect additional directors under specific
circumstances, any director may be removed from office at any time with or
without cause, but only by the affirmative vote of the holders of 75% of the
voting power of all the then outstanding shares of capital stock of


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the Corporation (the "Capital Stock") entitled to vote generally in the election
of directors (the "Voting Stock"), voting together as a single class.

            No director of the Corporation shall be liable to the Corporation or
its stockholders 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 stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for
any transaction from which the director derived an improper personal benefit.
This paragraph shall not eliminate or limit the liability of a director for any
act or omission occurring prior to the effective date of its adoption. No repeal
or modification of this paragraph, directly or by adoption of an inconsistent
provision of this Certificate of Incorporation, by the stockholders of the
Corporation shall be effective with respect to any cause of action, suit, claim
or other matter that, but for this paragraph, would accrue or arise prior to
such repeal or modification.

EIGHTH: Unless otherwise determined by the Board of Directors, no holder of
stock of the Corporation shall, as such holder, have any right to purchase or
subscribe for any stock of any class which the Corporation may issue or sell,
whether or not exchangeable for any stock of the Corporation of any class or
classes and whether out of unissued shares authorized by the Certificate of
Incorporation of the Corporation as originally filed or by any amendment thereof
or out of shares of stock of the Corporation acquired by it after the issue
thereof.

NINTH: Whenever a compromise or arrangement is proposed between the Corporation
and its creditors or any class of them and/or between the 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 the
Corporation or of any creditor or stockholder thereof, or on the application of
any receiver or receivers appointed for the 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 the 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 the 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 the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
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 the Corporation, as the case may be, and also on the
Corporation.


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TENTH:

            1. AMENDMENT OF CERTIFICATE OF INCORPORATION. From time to time any
of the provisions of the Certificate of Incorporation may be amended, altered or
repealed, and other provisions authorized by the statutes of the State of
Delaware at the time in force may be added or inserted in the manner at the time
prescribed by said statutes, and all rights at any time conferred upon the
stockholders of the Corporation by its Certificate of Incorporation are granted
subject to the provisions of this Article Tenth. Notwithstanding anything
contained in this Certificate of Incorporation to the contrary, the affirmative
vote of the holders of at least 66 2/3% of the voting power of all the then
outstanding Voting Stock, voting together as a single class, shall be required
to amend or repeal Article Seventh, this Article Tenth or Article Eleventh or
adopt any provision inconsistent with any of the foregoing articles.

            2. BYLAWS. The Board of Directors is expressly authorized to make,
alter, amend and repeal the bylaws of the Corporation, in any manner not
inconsistent with the laws of the State of Delaware or of the Certificate of
Incorporation of the Corporation, subject to the power of the holders of the
Capital Stock to amend or repeal the bylaws made by the Board of Directors;
provided, that any such amendment or repeal by stockholders shall require the
affirmative vote of the holders of at least 66 2/3% of the voting power of all
the then outstanding Voting Stock, voting together as a single class.

ELEVENTH: Any action required or permitted to be taken by the stockholders shall
be taken only at an annual or special meeting of such stockholders and not by
consent in writing. Special meetings of the stockholders for any purpose or
purposes shall be called only by the Board of Directors pursuant to a resolution
adopted by a majority of the whole Board.


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