<PAGE>   1
                                                                   EXHIBIT 3.1

                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                               BUDGET GROUP, INC.


         Budget Group, Inc., a corporation organized and existing under laws of
the State of Delaware (the "Corporation"), does hereby certify that (i) the
name of the Corporation is Budget Group, Inc., (ii) the Corporation was
originally incorporated under the name Team Holdings, Inc., and the original
Certificate of Incorporation of the Corporation was filed with the Secretary of
State of Delaware on December 31, 1992, (iii) the original Certificate of
Incorporation was amended and restated in its entirety and filed with the
Secretary of State of Delaware on April 21, 1994 and has since been amended on
June 24, 1996, April 28, 1997, April 23, 1998 and June 2, 1998 (the original
Certificate of Incorporation as so amended or restated being referred to herein
as the "Certificate of Incorporation"), and (iv) this Restated Certificate of
Incorporation (A) restates and integrates and does not further amend the
provisions of the Certificate of Incorporation of the Corporation as
theretofore amended or supplemented (B) does not create a discrepancy between
its provisions and the provisions of the Certificate of Incorporation of the
Corporation as theretofore amended or supplemented, and (C) has been duly
adopted by the Board of Directors without a vote of stockholders in accordance
with Section 245 of the Delaware General Corporation Law.


         FIRST:         Name.  The name of the corporation is Budget Group, Inc.

         SECOND:        Registered Office and Agent.  The address of the
registered office of the Corporation in the State of Delaware is 1209 Orange
Street, Wilmington, New Castle County, Delaware 19801. The name of the
registered agent at such address is The Corporation Trust Company.

         THIRD:         Purposes.  The purposes for which the Corporation is
formed are to engage in any lawful act or activity for which corporations may be
organized under the Delaware General Corporation Law and to possess and exercise
all of the powers and privileges granted by such law and any other law of
Delaware.

         FOURTH:        A.       Authorized Capital

                  The Corporation is authorized to issue 73,000,000 shares of
capital stock, consisting of 72,750,000 shares of common stock, par value $.01
per share (the "Common Stock"), and 250,000 shares of preferred stock, par
value $.01 per share (the "Preferred Stock"). Of the shares of Common Stock,
70,000,000 shares shall be designated "Budget Class A Common Stock" and
2,750,000 shares shall be designated "Budget Class B Common Stock." The rights,
preferences, privileges and restrictions granted and imposed upon the Preferred
Stock, Budget Class A Common Stock and Budget Class B Common Stock are set out
hereinbelow.


<PAGE>   2


         B.       Preferred Stock

                  The Preferred Stock may be issued from time to time in one or
more series with such designations, preferences, and relative participating,
optional or other special rights and qualifications, limitations or
restrictions adopted by the Board of Directors providing for the issuance of
such Preferred Stock or series thereof; and the Board of Directors is hereby
expressly granted the authority to fix by resolution or resolutions such
designations and powers, preferences and rights and such qualifications,
limitations or restrictions which are permitted by Section 151 of the General
Corporation Law of Delaware, as amended from time to time, in respect of any
class or classes of stock or any series of any class of stock of the
Corporation that may be desired, including, but not by way of limitation, the
number, distinctive name and serial designation of such class or series; any
dividends payable and the rate, time for and priority of payment thereof;
whether such dividends shall be cumulative or not; any participating or other
special rights with respect to the payment of dividends; any conversion,
exchange, purchase or other privilege to acquire shares of any other class or
series of the Preferred Stock or Common Stock of the Corporation; any voting
power; and any redemption and liquidation price or preference.

         C.       Class A Common Stock.

                  The shares of Class A Common Stock and shares of Class B
Common Stock shall be identical in all respects and shall have equal rights and
privileges except as expressly set forth in this paragraph C and in paragraph D
of this Article FOURTH. Upon dissolution of the Corporation, shares of Class A
Common Stock and Class B Common Stock are entitled to share ratably in the
assets thereof that may be available for distribution after satisfaction of
creditors and the payment of any liquidation preference of any outstanding
shares of Preferred Stock.

                  1.  Dividends.

                           (a)      Subject to the rights of the holders of the
Preferred Stock, if any, such dividends or distributions as may be determined
by the Board of Directors of the Corporation from time to time may be declared
and paid or made upon shares of Class A Common Stock out of any source at the
time lawfully available for the payment of dividends; provided that (subject to
subparagraphs (b) and (c) below of this paragraph C.1.) identical dividends or
distributions are declared and paid concurrently on shares of Class B Common
Stock. If dividends or distributions are declared and paid upon shares of Class
B Common Stock (subject to subparagraphs (b) and (c) below of this paragraph
C.1.), identical dividends or distributions shall be declared and paid
concurrently on shares of Class A Common Stock.

                           (b)      No dividend may be declared and paid in 
shares of Class A Common Stock unless (i) the dividend is payable only to
holders of shares of Class A Common Stock and (ii) a dividend payable to
holders of shares of Class B Common Stock is declared and paid


                                      -2-
<PAGE>   3


concurrently in the same number of shares of Class B Common Stock per
outstanding share of Class B Common Stock as the number of shares of Class A
Common Stock declared and paid per outstanding share of Class A Common Stock.

                           (c)       No dividend may be declared and paid in 
Class B Common Stock unless (i) the dividend is payable only to holders of
Class B Common Stock and (ii) a dividend payable to holders of shares of Class
A Common Stock is declared and paid concurrently in the same number of shares
of Class A Common Stock per outstanding share of Class A Common Stock as the
number of shares of Class B Common Stock declared and paid per outstanding
share of Class B Common Stock.

                  2.       Stock Combinations and Subdivisions. Shares of Class
A Common Stock shall not be combined or subdivided unless at the same time
there is a proportionate combination or subdivision of shares of Class B Common
Stock. If shares of Class B Common Stock are combined or subdivided, a
proportionate combination or subdivision of shares of Class A Common Stock
shall be made at the same time.

                  3.       Voting. Except as may otherwise be required by law,
the holders of shares of Class A Common Stock shall vote together with the
holders of Class B Common Stock as a single class, provided that the holders of
Class A Common Stock will have one (1) vote per share and the holders of Class
B Common Stock shall have ten (10) votes per share.

         D.       Class B Common Stock.

                  1.       Dividends and Distributions. Subject to the 
provisions of paragraph C.1. of this Article FOURTH, dividends and
distributions may be declared and paid or made upon shares of Class B Common
Stock as may be permitted by applicable law.

                  2.       Stock Combinations and Subdivisions. Subject to the
provisions of paragraph C.2. of this Article FOURTH, shares of Class B Common
Stock may be combined or subdivided in such manner as may be permitted by
applicable law.

                  3.       Voting. Subject to the provisions of paragraph C.3. 
of this Article FOURTH, shares of Class B Common Stock shall have ten (10)
votes per share on all matters that may be submitted to a vote or consent of
the shareholders.

                  4.       Conversion.

                           (a)      Each holder of record of shares of Class B
Common Stock may, in such holder's sole discretion, and at such holder's
option, convert any whole number or all of such holder's shares of Class B
Common Stock into fully paid and nonassessable shares of Class A Common Stock
at the rate of one (1) share of Class A Common Stock for each share of Class B
Common Stock surrendered for conversion. Any such conversion may be effected by
any holder


                                      -3-
<PAGE>   4


of Class B Common Stock by surrendering such holder's certificate or
certificates for the shares of Class B Common Stock to be converted, duly
endorsed, at the office of the Corporation or any transfer agent for Class B
Common Stock, together with a written notice to the Corporation at such office
that such holder elects to convert all or a specified number of shares of Class
B Common Stock and stating the name or names in which such holder desires the
certificate or certificates for such shares of Class A Common Stock to be
issued. Promptly thereafter, unless otherwise prohibited by law, the
Corporation shall issue and deliver to such holder or such holder's nominee or
nominees, a certificate or certificates for the number of shares of Class A
Common Stock to which such holder shall be entitled as aforesaid. Such
conversion shall be deemed to have been made at the close of business on the
day of such surrender and the person or persons entitled to receive shares of
Class A Common Stock issuable on such conversion shall be treated for all
purposes as the record holder or holders of such shares of Class A Common Stock
on that date.

                           (b)      Each share of Class B Common Stock shall 
automatically be converted into one share of Class A Common Stock in the event
that the beneficial or record ownership of such share of Class B Common Stock
shall be transferred (including, without limitation, by way of gift,
settlement, will or intestacy) to any person or entity that is not then a
record or beneficial holder of shares of Class B Common Stock. A pledge of
shares of Class B Common Stock as security for an obligation of a holder of
such shares of Class B Common Stock shall not be considered a transfer for
purposes of this paragraph D.4(b), unless and until beneficial ownership of
such shares is transferred to the pledgeholder. The conversion into Class A
Common Stock shall be deemed to have occurred (whether or not certificates
representing such shares are surrendered) as of the close of business on the
date of transfer, and the person or persons entitled to receive shares of Class
A Common Stock issuable on such conversion shall be treated for all purposes as
the record holder or holders of such shares of Class A Common Stock on that
date.

                           (c)      Before any shares of Class A Common Stock
shall be delivered upon conversion, the holder of shares of Class B Common
Stock whose shares have been converted into shares of Class A Common Stock
shall deliver the certificate(s) representing such shares to the Corporation or
its duly authorized agent (or if such certificates have been lost, stolen or
destroyed, such holder shall execute an agreement satisfactory to the
Corporation to indemnify the Corporation from any loss incurred by it in
connection with such conversion), specifying the place where the Common Stock
issued in conversion thereof shall be sent. The endorsement of the share
certificate shall be in form satisfactory to the Corporation or such agent, as
the case may be.

                           (d)      The number of shares of Class A Common 
Stock into which the shares of Class B Common Stock may be converted shall be
subject to adjustment from time to time in the event of any capital
reorganization, reclassification of stock of the Corporation, consolidation or
merger of the Corporation with or into another corporation, or sale or
conveyance of all or substantially all of the assets of the Corporation to
another corporation or other entity or person. Each share of Class B Common
Stock shall thereafter be convertible into such kind and amount


                                      -4-
<PAGE>   5


of securities or other assets, or both, as are issuable or distributable in
respect of each share of Class A Common Stock. In any such case, appropriate
adjustments shall be made by the Board of Directors of the Corporation in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the holders of Class B Common Stock to the end that the
provisions set forth herein shall thereafter be applicable, as nearly as
reasonably may be, in relation to any securities or other assets thereafter
deliverable on conversion of shares of Class B Common Stock.

                           (e)      The Corporation shall, at all times, 
reserve and keep available out of the authorized and unissued shares of Class A
Common Stock, solely for the purpose of effecting the conversion of the
outstanding shares of Class B Common Stock, such number of shares of Class A
Common Stock as shall from time to time be sufficient to effect conversion of
all outstanding shares of Class B Common Stock and if, at any time, the number
of authorized and unissued shares of Class A Common Stock shall not be
sufficient to effect conversion of the then outstanding shares of Class B
Common Stock, the Corporation shall take such corporate action as may be
necessary to increase the number of authorized and unissued shares of Class A
Common Stock to such number as shall be sufficient for such purposes.

                           (f)      The Corporation shall pay any and all issue
and other taxes that may be payable in respect of any issue or delivery of
shares of Class A Common Stock on conversion of shares of Class B Common Stock
pursuant hereto. The Corporation shall not, however, be required to pay any tax
which may be payable in respect of the issue of any shares of Class A Common
Stock in a name other than that in which the shares of Class B Common Stock so
converted was registered, and no such issue or delivery shall be made unless
and until the person requesting such issue 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.

                           (g)      If any shares of capital stock to be 
reserved for the purpose of conversion of shares of Class B Common Stock
require registration or listing with, or approval of, or inclusion in any
governmental authority, stock exchange or other regulatory body, or any
automated quotation system of a national securities association, under any
federal or state law or regulation or otherwise, before such shares may be
validly issued or delivered upon conversion, the Corporation will in good faith
and as expeditiously as possible endeavor to secure such registration, listing,
approval or inclusion, as the case may be.

                           (h)      All shares of Class A Common Stock which 
may be issued upon conversion of shares of Class B Common Stock will upon
issuance by the Corporation be validly issued, fully paid and non-assessable
and free from all taxes, liens and charges with respect to the issuance
thereof.

                           (i)      All certificates representing shares of 
Class B Common Stock surrendered for conversion shall be appropriately canceled
on the books of the Corporation, and the number


                                      -5-
<PAGE>   6


of authorized shares of Class B Common Stock shall be reduced by the number of
shares so converted.

                           (j)      In case the Corporation shall take a record
of the holders of its shares of Class A Common Stock for the purpose of:

                                    (1)  entitling them to receive a dividend,
or any other distribution, payable otherwise than in cash; or

                                    (2) entitling them to receive rights to 
acquire any security issued by the Corporation; or

                                    (3) any proposed reclassification, 
reorganization, consolidation, merger, conveyance or voluntary or involuntary
dissolution, liquidation or winding up of the Corporation;

then, and in any such case, the Corporation shall cause to be mailed to the
holders of record of the outstanding shares of Class B Common Stock at least
ten (10) days prior to the date hereinafter specified, a notice stating the
date on which (x) a record is to be taken for the purpose of such dividend,
distribution or rights, or (y) such reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation or winding up is to
take place and the day, if any is to be fixed, as of which record holders of
shares of Class A Common Stock shall be entitled to exchange their shares of
Class A Common Stock for securities or other property deliverable upon such
reclassification, reorganization, consolidation, merger, conveyance,
dissolution, liquidation or winding up.

                           (k)      So long as any shares of Class B Common 
Stock are outstanding, the Corporation shall not, without first obtaining the
approval by vote or written consent, in the manner provided by law, of the
holders of (i) at least a majority of the total number of shares of Class A
Common Stock outstanding, voting separately as a class, and (ii) at least sixty
percent (60%) of the total number of shares of Class B Common Stock
outstanding, voting separately as a class, (A) alter or change the rights or
privileges of shares of the Common Stock; (B) amend any provision of Section C
or this Section D of this Article FOURTH; or (C) effect any reclassification or
recapitalization of the Corporation's outstanding Common Stock.

         FIFTH:   Additional Powers of Board of Directors.  The Board of 
Directors shall have power, without shareholder action, to make by-laws for the
Corporation and to amend, alter or repeal any by-laws.

         SIXTH:   Voting by Ballot.  Elections of Directors need not be by 
ballot unless the by- laws of the Corporation provide otherwise.


                                      -6-
<PAGE>   7


         SEVENTH: Limited Liability of Directors. The directors of the
Corporation shall be entitled to the full benefits of all limitations on the
liability of directors generally that are now or hereafter become available
under the Delaware General Corporation Law. Without limiting the generality of
the foregoing, 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 any 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. Any repeal or modification of this Article SEVENTH
shall be prospective only, and shall not affect, to the detriment of any
director, any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.

         EIGHTH:  Classified Board of Directors. The directors shall be divided
into three classes, designated Class I, Class II and Class III. Each Class
shall consist, as nearly as may be possible, of one-third of the total number
of directors constituting the entire Board of Directors. The term of the
initial Class I Directors shall terminate on the date of the 2001 Annual
Meeting of Stockholders; the term of the initial Class II Directors shall
terminate on the date of the 2000 Annual Meeting of Stockholders; and the term
of the initial Class III Directors shall terminate on the date of the 1999
Annual Meeting of Stockholders. At each Annual Meeting of Stockholders
beginning in 1999, successors to the Class of directors whose term expires at
that Annual Meeting of Stockholders shall be elected for a three-year term. If
the number of directors is changed, any increase or decrease in directorship
shall be apportioned among the Classes so as to maintain the number of
directors in each Class as nearly equal as possible, and any additional
directors of any Class elected to fill a vacancy resulting from an increase in
such class shall hold office only until the next election of directors of that
Class by the stockholders of the Corporation, but in no case will a decrease in
the number of directors shorten the term of any incumbent director. Directors
shall hold office until the Annual Meeting of Stockholders for the year in
which their terms expire and until their successors shall be duly elected and
qualified, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.

Notwithstanding the foregoing, whenever the holders of any one or more classes
or series of Preferred Stock issued by the corporation shall have the right,
voting separately by class or series, to elect directors at an Annual or
Special Meeting of Stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Certificate of Incorporation, or the resolution or resolutions
adopted by the board of directors creating such class or series, as the case
may be, applicable thereto, and such directors so elected shall not be divided
into classes pursuant to this Article EIGHTH unless expressly provided by such
terms.


                                      -7-
<PAGE>   8


         IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be executed on its behalf by the undersigned
officer, this 17 day of December, 1998, hereby declaring and
certifying that this is the act and deed of the Corporation and that the facts
stated herein are true.


                                      BUDGET GROUP, INC.


                                      By:    /S/ Robert L. Aprati
                                         -----------------------------------
                                             Robert L. Aprati, Executive Vice
                                             President, General Counsel and
                                             Secretary


[CORPORATE SEAL]




STATE OF Illinois

COUNTY OF Cook

         I, Carol A. Aden, a Notary Public, do hereby certify that on the 17th
day of December, 1998, personally appeared before me Robert L. Aprati, 
Executive Vice President, General Counsel and Secretary, and, being first duly
sworn by me, acknowledged that he signed the foregoing document in the capacity
therein set forth and declared that the statements therein contained are true.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year before written.

                                    /s/ Carol A. Aden
                                    ---------------------------
                                          Notary Public

[Notarial Seal]


                                      -8-