<PAGE>

                                                                     EXHIBIT 3.1


                             Business Objects S.A.
                       BYLAWS OF THE COMPANY, AS AMENDED






                             BUSINESS OBJECTS  S.A.


                            A French societe anonyme
                     with a share capital of FF. 16,777,663
                      Registered office : 1 Square Chaptal
                             92300 Levallois-Perret
           Register of Commerce and Companies Nanterre B 379 821 994

                                ________________



                                UP-DATED BY LAWS

                               FEBRUARY 10, 1998

<PAGE>

                                     ~ I ~


                     MEMORANDUM AND ARTICLES OF ASSOCIATION
                     --------------------------------------

                                    TITLE I
                                    -------

              FORM - NAME - OBJECTS - REGISTERED OFFICE - DURATION
              ----------------------------------------------------


        ARTICLE 1 - FORM
        ----------------

     There is, between the owners of the shares hereinafter issued and of those
which could be subsequently issued, a corporation (societe anonyme), governed by
the law of July 24, 1966 on commercial companies and by the present Memorandum
and Articles of Association.


        ARTICLE 2 - NAME
        ----------------

                The name of the company is :

                                BUSINESS OBJECTS

     In all deeds and documents emanating from the company and addressed to
third parties, this name must always be immediately preceded or followed by the
words "Societe anonyme" or the initials "S.A." and by the mention of the amount
of the capital.

        ARTICLE 3 - OBJECTS
        -------------------

     The objects of the company are, directly and indirectly, in France and
abroad :

     - all operations relating to the design and the sale of products and the
rendering of services in the computer industries and in connected industries ;

     - and generally, any financial, commercial, industrial, civil, real estate
or chattels operations related directly or indirectly to the above activities
and to any similar or connected activities as well as to any social properties.

     Directly and indirectly on its behalf or on behalf of third parties, either
alone, or with third parties, by way of creation of new companies,
contributions, partnership, subscription, purchase of securities or of social
rights, merger, association, or by way of subleasing of any properties or
rights.


<PAGE>

        ARTICLE 4 - REGISTERED OFFICE
        -----------------------------

                The registered office of the company is at :

                                1 Square Chaptal
                             92300 Levallois-Perret

     It may be transferred to any other place within the same district
(departement) or any adjacent district by decision of the board of directors
subject to the ratification of this decision by the next ordinary general
meeting of the shareholders.

     It may be transferred to any other place pursuant to a resolution of the
extraordinary general meeting of the shareholders.


        ARTICLE 5 - DURATION
        --------------------

     The duration of the company shall be of ninety nine (99) years from the
date of registration with the Register of Commerce and Companies, except in the
event of early dissolution or extension decided by the extraordinary meeting of
the shareholders.


                              ***     ***     ***



                                      ***


<PAGE>

                                    TITLE II
                                    --------

                               CAPITAL AND SHARES
                               ------------------




        Article 6 - CAPITAL
        -------------------

                The capital of the company is of FF. 16,777,663

                It is divided into 16,777,663 shares of FF. 1 each.

          Mr. Albert Eisenstat is a recipient of special advantages resulting
from the grant of 12,000 warrants each entitling to the subscription of one
share, by the shareholder meeting held on June 19, 1997. The special advantages
consist in (i) the granting of such warrants without payment as consideration
and (ii) the implementing of a fixed exercise price of FF55.328 per share
corresponding to the estimated value of a share as of April 25, 1997.

          Mr. Albert Eisenstat is a recipient of special advantages resulting
from the grant of one warrant entitling to the subscription of 12,000 shares, by
the shareholder meeting held on June 21, 1995. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF72.7875 per share corresponding to
the estimated value of a share as of April 25, 1995.

          Mr. Vincent Worms is a recipient of special advantages resulting from
the grant of 12,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 19, 1997. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of FF55.328 per share corresponding to
the estimated value of a share as of April 25, 1997.

          Mr. Philippe Claude is a recipient of special advantages resulting
from the grant of 12,000 warrants each entitling to the subscription of one
share, by the shareholder meeting held on June 19, 1997. The special advantages
consist in (i) the granting of such warrants without payment as consideration
and (ii) the implementing of a fixed exercise price of FF55.328 per share
corresponding to the estimated value of a share as of April 25, 1997.

          Mr. Arnold Silverman is a recipient of special advantages resulting
from the grant of 12,000 warrants each entitling to the subscription of one
share, by the shareholder meeting held on June 19, 1997. The special advantages
consist in (i) the granting of such warrants without payment as consideration
and (ii) the implementing of a fixed exercise price of FF55.328 per share
corresponding to the estimated value of a share as of April 25, 1997.

          Mr. Arnold Silverman is a recipient of special advantages resulting
from the grant of 30,000 warrants each entitling to the subscription of one
share, by the shareholder meeting held on April 6, 1994. The special advantages
consist in (i) the granting of such warrants without payment as consideration
and (ii) the implementing of a fixed exercise price of FF5.518 per share
corresponding to the estimated value of a share as of January 31, 1993.


        ARTICLE 7 - FORM OF THE SHARES - TRANSFER OF SHARES
        ---------------------------------------------------

<PAGE>

     The shares must be in the registered form. The shares are entered into
accounts according to the provisions provided by law and regulations.

     The ownership of the registered shares is evidenced by their registration
in registered accounts.

     The shares entered into accounts are freely transferred by transfer from
one account to another.

     Prior approval of the transferee is required only for partly paid-up
shares.

     All costs resulting from the transfer shall be borne by the transferee.

     Shares with payments in arrears are not admitted to transfer.


        ARTICLE 8 - RIGHTS AND OBLIGATIONS ATTACHED TO THE SHARES
        ---------------------------------------------------------

     The rights and obligations attached to a share follow the share to any
transferee to whom it may be transferred and the transfer includes all the
payable and unpaid dividends and dividends to be payable, as well as, as the
case may be, the corresponding share in the reserve funds and provisions.

     The ownership of the a share shall imply ipso facto the acceptance of the
present Memorandum and Articles of Association and of the decision of the
general meetings.

     In addition to the right to vote which is attached by law to the shares,
each share carries a right to a share of corporate assets, of profits, and of
liquidation surplus, proportional to the number and nominal value of the
existing shares.

     Each time it shall be necessary to hold a certain number of shares in order
to exercise a right, it will up be to the shareholder(s) missing such number to
take the necessary actions to group a sufficient number of shares.

     The heirs, creditors, eligible parties or other representatives of a
shareholder cannot, for any reason whatsoever, request the affixing of the
assets of the company, or ask for their sharing or auction sale, or to interfere
in any manner in the management of the company ; they have, in order to exercise
their rights, to refer themselves to the inventories and to the resolutions of
the shareholders meetings.

     The company may require the repurchase, subject to the conditions set forth
in article 269-8 of the law of 24th July 1966, either of all of its shares with
a preferential dividend and no voting right, or of a category of such shares,
each category being determined by the date at which it has been issued.


        ARTICLE 9 - PAYING UP OF THE SHARES
        -----------------------------------

     The amount to be paid in cash for the subscription of the shares issued
with respect to an increase of capital shall be payable according to the terms
stipulated by the extraordinary general meeting of the shareholders.

     The initial payment shall not be less than one half of the nominal value of
the shares at the time of the subscription ; it shall include the whole issuing
premium, if any.

     The remainder, which shall be paid-up in one or several times within a
period of five years as from the date of completion of such increase of capital,
shall be called upon by the board of directors.

<PAGE>

     Each shareholder shall be notified of the amount to be paid and of the date
at which this amount shall fall due fifteen days at least before that date.

     The shareholder who will not have paid at due date the amounts due on his
share(s) shall, automatically and without formal notice, owe to the company an
interest calculated day per day commencing on due date at the legal rate in
commercial matters increased by three points, without prejudice to the personal
proceedings that the company may institute against the defaulting shareholder
and to the acts of enforcement provided by law.


                            ***       ***       ***



                                      ***


<PAGE>

                                   TITLE III
                                   ---------

                           MANAGEMENT OF THE COMPANY
                           -------------------------


        ARTICLE 10 - BOARD OF DIRECTORS
        -------------------------------

     The company is managed by a board of directors composed of individuals or
legal entities, the number of which is determined by the ordinary general
meeting of the shareholders within the limits of the law.

     A legal entity must, at the time of its appointment, designate an
individual who will be its permanent representative on the board of directors.
The term of office of a permanent representative is the same as that of the
director he represents. When a legal entity dismisses its permanent
representative, it must at the same time provide for its replacement. The same
applies in case of death or resignation of the permanent representative.

     Each director must own at least one share during his term of office.

     If, at the time of his appointment, a director does not own the required
number of shares or if, during his term of office, he ceases to be the owner
thereof, he shall have a period of three months to purchase such number of
shares, in default of which he shall be automatically deemed to have resigned.

     The directors are appointed for a term of three years. A year corresponds
to the period of time between two successive annual ordinary general meetings of
shareholders. The duties of a director shall terminate at the close of the
ordinary general meeting of shareholders which acts on the accounts of the
preceding financial year and is held in the year during which the term of office
of said director comes to an end.

     The members of the board are renewed in rotation so that the renewal be as
equal as possible and in any case complete for each period of three years.
Renewal takes place according to seniority. However, when required, the ordinary
general meeting may resolve that the order of renewal will be set by a toss
drawn in a board meeting.

     The directors may always be re-elected ; they may be revoked at any time by
decision of the general meeting of the shareholders.

     In case of death or resignation of one or several directors, the board of
directors may make provisional appointments between two meetings of
shareholders.

     The appointment(s) so made have to be ratified by the next general meeting
of shareholders.

     Should the meeting of the shareholders not ratify these provisional
appointments, this shall not affect the validity of the prior resolutions and
acts of the board of directors.

     When the number of directors falls below the minimum required by law, the
remaining director(s) must immediately convene the ordinary general meeting of
the shareholders, in order to complete the membership of the board of directors.

     The director appointed in replacement of another director, whose term of
office has not come to its end shall remain in office only for the remaining
term of office of his predecessor.

     A salaried employee of the company may be appointed as a director. His
employment contract shall correspond to a position actually held. In such case,
he shall not lose the benefit of his employment contract.

     The number of directors bound to the company by an employment contract may
not exceed one third of the directors in office.


<PAGE>

     The number of directors who are more than seventy (70) years old may not
exceed one third of the directors in office. Should such quota be reached during
the director's term of office, the appointment of the oldest director would be
automatically terminated at the close of the nearest general meeting of the
shareholders.


        ARTICLE 11 - MEETING OF THE BOARD
        ---------------------------------

     11.1. The board of directors shall meet as often as required for the
interest of the company.

     11.2. The meetings of the board of directors are convened by the president.
The convening may be made by any means, in oral or written form.

     Moreover directors, representing one third at least of the members of the
board, may convene the board. In such case, they shall indicate the agenda of
the meeting.

     When a work-committee (comite d'entreprise) has been formed, the
representatives of such committee, appointed in accordance with the provisions
of the Labor Code, shall be convened to all the meetings of the board of
directors.

     The meetings of the board are held at the registered office or at any other
place, in France or abroad.

     11.3. The board of directors may not transact business validly unless at
least half of its members are present.

     The resolutions of the board of directors shall be carried out at the
majority of the directors, present or represented.

     It is specified that any and all decisions to grant options to subscribe or
to buy stock to a director holding an employment contract, to the president or
to the general manager of the Company, if this latter is a director, pursuant to
authority granted by the extraordinary general meeting, pursuant to the
provisions set forth in articles 208-1 and the following of the Law of July 24,
1966 on commercial companies shall be adopted by the affirmative vote of the
majority of the directors present or represented at the Board meeting, the
interested director, and any other director to whom options to subscribe or to
buy stock may be granted, being conclusively refrained from voting.

     11.4. Any director may give to another director, by letter, cable or telex,
a proxy to be represented at a meeting of the board. However, each director may
only dispose of one proxy during each meeting.

     11.5. The copies or extracts of the minutes of the board of directors are
validly certified by the president of the board of directors, a general manager,
the director temporarily delegated in the duties of president or by a
representative duly authorized for that purpose.


        ARTICLE 12 - POWERS OF THE BOARD
        --------------------------------

     The board of directors is vested with the most extensive powers to act
under all circumstances on behalf of the company, and to make any decisions
relating to all acts of administration and disposition. The board shall exercise
these powers within the limits of the purposes of the company, and of the powers
expressly granted by law to the general meetings of the shareholders.


        ARTICLE 13 - GENERAL MANAGEMENT OF THE COMPANY
        ----------------------------------------------

<PAGE>

     The board of directors shall elect a president, who must be an individual,
from among its members. It shall determine his term of office, which cannot
exceed that of his office as director and may dismiss him at any time. The board
sets his remuneration.

     The president of the board is responsible for the general management of the
company.

     The president is vested with the most extensive powers to act under all
circumstances on behalf of the company within the limits of the goals of the
company, except for those powers expressly granted by law to the meetings of
shareholders and those specially reserved to the board of directors.

     The president of the board cannot be more than sixty five (65) years old.
Should the president reach this age limit during his term of office as
president, his office would automatically terminate. Subject to this provision,
the president of the board may always be reelected.


        ARTICLE 14 - GENERAL MANAGER (Directeur General)
        ----------------------------

     Upon proposal of the president, the board of directors may appoint one or
several individuals to assist the president as general manager. The general
manager(s) may be revoked at any time by the board of directors upon proposal of
the president.

     In agreement with the president, the board of directors shall determine the
scope and the duration of the powers delegated to the general manager. The board
sets his remuneration. When a general manager is a director, his term of office
may not exceed that of his directorship.

     As regards third parties, general managers have the same powers as the
president. The general managers are, among others, vested with the powers to
bring a matter to court.

     Any general manager cannot be more than sixty-five (65) years old. Should a
general manager reach this age limit during his term of office as general
manager, his duties would automatically terminate. This term may be prolonged
however until the next meeting of the board during which the new general manager
will be appointed.

     The board may appoint two general managers should the share capital be of
at least five hundred thousand (500,000) francs. Five general managers may be
appointed should the share capital be of at least ten million (10,000,000)
francs, provided that at least three of them are directors.


        ARTICLE 15 - AGREEMENTS SUBJECT TO AUTHORIZATION
        ------------------------------------------------

     15.1. Any sureties, endorsements and guarantees granted by the company must
be authorized by the board of directors as provided by law.

     15.2. Any agreement to be entered into between the company and one of its
directors or general manager(s), whether directly or indirectly or through an
intermediary, must be submitted for the prior authorization of the board of
directors.

     Such prior authorization is also required for agreements between the
company and another enterprise, should one of the directors or general managers
of the company be owner, partner with unlimited liability, manager, director,
general manager, member of the management committee (directoire) or supervisory
council (conseil de surveillance) of said enterprise.

     Such prior authorization shall be sought as provided by law.

<PAGE>

        ARTICLE 16 - PROHIBITED AGREEMENTS
        ----------------------------------

     Directors, other than legal entities, are forbidden to contract, in any
form whatsoever, loans from the company, to secure an overdraft from it, as a
current account or otherwise, and to have the company guarantee or secure their
commitments toward third parties.

     The same prohibition applies to general managers and to the permanent
representatives of legal entities which are directors. It also applies to
spouses, ascendants and descendants of the persons referred to in this article,
as well as to all interposed persons.


        ARTICLE 17 - STATUTORY AUDITORS (Commissaires aux comptes)
        ------------ ------------------

     Audits of the company shall be carried out, as provided by law, by one or
more statutory auditors legally entitled to be elected as such. When the
conditions provided by law are met, the company must appoint at least two
supervisory auditors.

     Each statutory auditor shall be appointed by the ordinary general meeting.

     One or more deputy statutory auditors, who may be called to replace the
regular statutory auditors in the case of death, disability, resignation or
refusal to act of the latter, shall be appointed by an ordinary general meeting.

     Should the general ordinary meeting of the shareholders fail to elect a
statutory auditor, any shareholder can claim in court that one be appointed,
provided that the President of the board of directors be duly informed. The term
of office of the statutory auditor appointed in court will end upon the
appointment of the statutory auditor(s) by the general ordinary meeting of the
shareholders.

                             ***      ***      ***



                                      ***


<PAGE>

                                    TITLE IV
                                    --------

                            MEETINGS OF SHAREHOLDERS
                            ------------------------


        ARTICLE 18
        ----------

     The general meetings of shareholders shall be convened and held as provided
by law.

     The meetings of shareholders are held at the registered office or at any
other place mentioned in the convening notices.

     The right to take part in a general meeting of shareholders is subject to
the registration of the shareholder in the books of the company, at least one
business day prior to the date of the meeting.

     A shareholder who cannot attend the meeting in person may choose either :

     - to give a proxy to another shareholder or to his/her spouse, or

     - to vote by mail, or

     - to send to the company a proxy without any indication of the name of the
          representative;

within the terms and conditions provided by law and these by-laws.

     To be taken into account, the proxies and the forms of vote by mail must be
deposited with the company at least one business day prior to the date of the
meeting.

     Meetings of shareholders are presided over by the president of the board of
directors or in his absence, by a director specially authorized for that purpose
by the board. If no president has been appointed, the meeting elects its
president.

     The two members of the meeting having the greatest number of votes and who
accept that role, are appointed as scrutineers. The officers of the meeting
appoint a secretary, who may be a non-shareholder.

     An attendance sheet is drawn up, in accordance with the law.

     The ordinary general meeting of the shareholders, upon first convening
notice, may transact business validly only if the shareholders present, or
represented, hold at least one fourth of the voting shares. Upon second
convening notice, the general meeting may transact business validly whatever the
number of shareholders present or represented.

     The resolutions of the ordinary general meeting shall be carried out at the
majority vote of the shareholders, present or represented.

     The extraordinary general meetings of the shareholders, upon first
convening notice, may transact business validly only if the shareholders
present, or represented by proxy, hold at least one third of the voting shares.
Upon second convening notice, the extraordinary general meeting may transact
business validly only if the shareholders present or represented by proxy hold
at least one fourth of the voting shares.

     The resolutions of the extraordinary general meeting shall be carried out
at a two third majority vote of the shareholders, present or represented.



<PAGE>

     The copies or extracts of the minutes of the meeting are certified by the
president of the board of directors, by a director acting as general manager, or
by the secretary of the meeting.

     The ordinary and extraordinary meetings of shareholders exercise their
respective powers as provided by law.


                             ***      ***      ***



                                      ***


<PAGE>

                                    TITLE V
                                    -------

                             RESULTS OF THE COMPANY
                             ----------------------


        ARTICLE 19 - FINANCIAL YEAR
        ---------------------------

     Each fiscal year is of one year beginning on January 1 and ending on
December 31.


        ARTICLE 20 - PROFITS - LEGAL RESERVE FUNDS
        ------------------------------------------

     Out of the profit of a fiscal year, reduced by prior losses if any, an
amount equal to at least 5 % thereof is first deducted in order to form the
legal reserve fund provided by law. This deduction is no longer required when
the legal reserve fund amounts to one tenth of the capital of the company.

     Distributable profit is the profit of a fiscal year, reduced by prior
losses and by the deduction provided for in the preceding paragraph and
increased by the profits carried forward.


        ARTICLE 21 - DIVIDENDS
        ------------ ---------

     If there results a distributable profit from the accounts of the fiscal
year, as approved by the general meeting, the general meeting may decide to
allocate it to one or several reserve funds, the appropriation or use of which
it shall determine, or to carry it forward or to distribute it as dividends.

     Furthermore, after having established the existence of reserves which it
may dispose of, the general meeting may decide the distribution of amounts paid
out of such reserves. In such case, the payments shall be made. However, the
dividends shall be set off by priority on the distributable profit of the
financial year.

     The general meeting shall determine the terms of payment of dividends ;
failing such determination, these terms shall be determined by the board of
directors.

     However, the dividends must be declared payable no more than nine months
following the close of the financial year.

     The general meeting deciding upon the accounts of a fiscal year will be
entitled to grant to each shareholder, for all or part of the distributed
dividends, an option between payment in cash or in shares.

     Similarly, should the ordinary general meeting resolve the distribution of
interim dividends pursuant to article 347 of the law of 24th July 1966, it will
be entitled to grant to each shareholder an interim dividend and, for all or
part of the said interim dividend, an option between payment in cash or in
shares.

     The offer of payment in shares, the price and the conditions as to the
issuing of such shares, together with the request for payment in shares and the
conditions of the completion of the capital increase will be governed by the law
and regulations.

     When a balance sheet, drawn up during, or at the end of the fiscal year,
and certified by the statutory auditor(s), shows that the company, since the
close of the preceding fiscal year, after having made the necessary
depreciations and provisions and after deduction of the prior losses, if any, as
well as of the amounts which are to be allocated to the reserve fund provided by
law or by the by-laws, has made profits, the board of directors may resolve the
distribution of interim dividends

<PAGE>

prior to the approval of the accounts of the fiscal year, and may determine the
amount thereof and the date of such distribution. The amount of such interim
dividends cannot exceed the amount of the profits as defined in this paragraph.
In this case, the option described in the preceding paragraph shall not be
available.


                             ***      ***      ***



                                      ***


<PAGE>

                                    TITLE VI
                                    --------


                           DISSOLUTION - LIQUIDATION
                           -------------------------


        ARTICLE 22 - PREMATURE DISSOLUTION
        ----------------------------------

     The extraordinary general meeting may at any time declare the dissolution
of the company before the expiration of its stated duration under the present
Memorandum and Articles of Association.


        ARTICLE 23 - LOSS OF ONE HALF OF THE CAPITAL OF THE COMPANY
        -----------------------------------------------------------

     If, as a consequence of losses showed by the company's accounts, the net
assets (capitaux propres) of the company are reduced below one half of the
capital of the company, the board of directors must, within four months from the
approval of the accounts showing this loss, convene an extraordinary general
meeting of shareholders in order to decide whether the company ought to be
dissolved before its statutory term.

     If the dissolution is not declared, the capital must, at the latest at the
end of the second fiscal year following the fiscal year during which the losses
were established and subject to the legal provisions concerning the minimum
capital of societes anonymes, be reduced by an amount at least equal to the
losses which could not be charged on reserves, if during that period the net
assets have not been restored up to an amount at least equal to one half of the
capital.

     In the absence of the meeting of shareholders, or in the case where this
meeting has not been able to validly act, any interested party may institute
legal proceedings to dissolve the company.


        ARTICLE 24 - EFFECT OF THE DISSOLUTION OF THE COMPANY
        -----------------------------------------------------

     The company is in liquidation as soon as it is dissolved for any reason
whatsover. It continues to exist as a legal entity for the needs of this
liquidation until the liquidation is completed.

     During the period of the liquidation, the general meeting shall retain the
same powers it exercised during the life of the company.

     The shares shall remain transferable until the completion of the
liquidation proceedings.

     The dissolution of the company is only valid vis a vis third parties as
from the date at which it is published at the register of commerce.


        ARTICLE 25 - APPOINTMENT OF LIQUIDATORS - POWERS
        ------------------------------------------------

     Upon the expiration of the term of existence of the company or in the case
of its premature dissolution, the meeting of the shareholders shall decide the
method of liquidation and appoint one or several liquidators whose powers it
will determine. The liquidators will exercise their duties according to the law.
The appointment of the liquidator(s) terminates the offices of the directors.


        ARTICLE 26 - LIQUIDATION - CLOSING
        ----------------------------------


<PAGE>

     After payment of the liabilities, the remaining assets shall be used first
for the payment to the shareholders of the amount paid for their shares and not
amortized.

     The balance, if any, shall be divided among all the shareholders.

     The shareholders shall be convened at the end of the liquidation in order
to decide on the final accounts, to discharge the liquidator from liability for
his acts of management and the performance of his office, and to take notice of
the closing of the liquidation.

     The closing of the liquidation is published as provided by law.


                             ***      ***      ***



                                      ***


<PAGE>

                                   TITLE VII
                                   ---------


                                 NOTIFICATIONS
                                 -------------



        ARTICLE 27 - NOTIFICATIONS
        --------------------------

     All notifications provided for in the present Memorandum and Articles of
Associations shall be made either by registered mail with acknowledgment of
receipt or by process server. Simultaneously a copy of the notification shall be
sent to the recipient by ordinary mail.


                              ***      ***     ***



                                      ***