
<PAGE>

                                                                     EXHIBIT 3.1

                                                          Registration No. 20791



                                     [SEAL]

                                     BERMUDA

                          CERTIFICATE OF INCORPORATION
                                ON CHANGE OF NAME

            I HEREBY CERTIFY that in accordance with section 10 of THE COMPANIES
            ACT 1981 BUNGE AGRIBUSINESS LIMITED by resolution and with the
            approval of the Registrar of Companies has changed its name and was
            registered as BUNGE LIMITED on the 5TH day of FEBRUARY, 1999.

                                         Given under my hand and the Seal of the
                   [SEAL]                REGISTRAR OF COMPANIES this 9TH
                                         day of FEBRUARY, 1999.


                                         /s/ Illegible
                                         for Registrar of Companies











<PAGE>

                                                          Registration No. 20791



                                     [SEAL]

                                     BERMUDA

                         CERTIFICATE OF REGISTRATION OF
                        ALTERED MEMORANDUM OF ASSOCIATION


         THIS IS TO CERTIFY that a copy of the Memorandum of Association
                                       of

                                  BUNGE LIMITED

    altered in accordance with section 12 of THE COMPANIES ACT 1981 ("the Act")
    and the consent granted by the Minister to section 4A were delivered to the
    Registrar of Companies and registered on the 6TH day of APRIL, 2001 pursuant
    to section 12(9) of the Act.

            [SEAL]                       Given under my hand and the Seal of
                                         the REGISTRAR OF COMPANIES
                                         this 11TH day of APRIL, 2001.


                                         /s/ Illegible
                                         for Registrar of Companies


<PAGE>



FORM NO. 2


                                     [SEAL]


                                     BERMUDA
                             THE COMPANIES ACT 1981
                          MEMORANDUM OF ASSOCIATION OF
                            COMPANY LIMITED BY SHARES
                              (Section 7(1) and (2))

                        AMENDED MEMORANDUM OF ASSOCIATION
                                       OF

                           Bunge Agribusiness Limited
                   (hereinafter referred to as "the Company")


      1.    The liability of the members of the Company is limited to the amount
            (if any) for the time being unpaid on the shares respectively held
            by them.

      2.    We, the undersigned, namely,

<TABLE>
<CAPTION>

             NAME       ADDRESS           BERMUDIAN       NATIONALITY      NUMBER OF
                                           STATUS                          SHARES
                                          (Yes/No)                         SUBSCRIBED

<S>                     <C>                  <C>           <C>             <C>
     Anthony Whaley     Clarendon House      Yes           British          One
                        Church Street
                        Hamilton
                        Bermuda

     Edwin S. Mortimer      "                Yes           British          One
     John C.R. Collis       "                Yes           British          One
</TABLE>




       do hereby respectively agree to take such number of shares of the Company
       as may be allotted to us respectively by the provisional directors of the
       Company, not exceeding the number of shares for which we have
       respectively subscribed, and to satisfy such calls as may be made by the
       directors, provisional directors or promoters of the Company in respect
       of the shares allotted to us respectively.


<PAGE>




      3.    The Company is to be an exempted Company as defined by the Companies
            Act 1981.

      4.    The Company has power to hold land situated in Bermuda not exceeding
            in all, including the following parcels-

               N/A

      5.    The authorised share capital of the Company is US$12,000 divided
            into shares of US$1.00 each. The minimum subscribed share capital of
            the Company is US$12,000.

      6.    The objects for which the Company is formed and incorporated are -

            1.       * See Schedule                      Altered 4/6/2001

      7.    Powers of the Company

            1.       * See Schedule                      Altered 4/6/2001
























<PAGE>



                                                                        SCHEDULE

That the memorandum of association of the Company be and is hereby altered as
follows:

(i)   By the replacement of the present objects in paragraph 6 with new objects
      as follows:-

OBJECTS OF THE COMPANY:

            1)    to carry on the business of the production, development,
                  processing, manufacturing, purchasing, handling, selling and
                  trading of, and otherwise dealing in, all types of
                  agricultural produce and commodities and their derivatives and
                  all types of animals and animal products and their derivatives
                  and all types of branded food products;

            2)    to carry on the business of seed crushing, oil extraction by
                  crushing and any other processes and milling;

            3)    to carry on the business of mining and quarrying of fertilizer
                  raw materials and the production, development, processing,
                  manufacturing, purchasing, handling, selling and trading of,
                  and otherwise dealing in, fertilizers of every description;

            4)    to carry on the business of logistics and transportation
                  services;

            5)    to carry on by electronic means, including, but not limited
                  to, by way of the computer network commonly referred to as the
                  Internet, all types of activities relating to those businesses
                  referred to in paragraphs 1 to 4 above;

            6)    to act and to perform all the functions of a holding company
                  in all its branches and to co-ordinate the policy and
                  administration of any subsidiary company or affiliated company
                  wherever incorporated or carrying on business or of any group
                  of companies of which the Company or any subsidiary company or
                  affiliated company is a member or which are in any manner
                  controlled directly or indirectly by the Company (any of the
                  companies referred to in this paragraph 6 is referred to below
                  as a "group company");

            7)    to act as an investment company and for that purpose to
                  acquire and hold upon any terms and, either in the name of the
                  Company or that of any nominee, shares, stock, debentures,
                  debenture stock, ownership interests, annuities, notes,
                  mortgages, bonds, obligations and securities, foreign
                  exchange, foreign currency deposits and commodities, issued or
                  guaranteed by any company or partnership wherever
                  incorporated, established or carrying on business, or by any
                  government, sovereign, ruler, commissioners, public body or
                  authority, supreme, municipal, local or otherwise, by original
                  subscription, tender, purchase, exchange, underwriting,
                  participation in syndicates or in any other manner and


<PAGE>



                                       -2-

                  whether or not fully paid up, and to make payments thereon as
                  called up or in advance of calls or otherwise and to subscribe
                  for the same, whether conditionally or absolutely, and to hold
                  the same with a view to investment, but with the power to vary
                  any investments, and to exercise and enforce all rights and
                  powers conferred by or incident to the ownership thereof, and
                  to invest and deal with the moneys of the Company not
                  immediately required upon such securities and in such manner
                  as may be from time to time determined;

            8)    to provide financing and financial services (including, but
                  not limited to, credit enhancement) and to make financial
                  accommodation and to advance and lend money or real, personal
                  and mixed properties with or without interest on cash, credit
                  (including, but not limited to, export finance credit) or
                  other accounts on policies, bonds, debentures, bills of
                  exchange, promissory notes, letters of credit or other
                  obligations to any group company, and to act as agent, broker
                  or intermediary for any group company in the arranging of
                  financial accommodation, loans, advances and financings and
                  the provision of security or collateral related thereto and in
                  the repayment or refinancing of such arrangements and the
                  realisation of such security including the enforcement of
                  guarantees and indemnities and the collection of cheques,
                  bills or notes on behalf of any group company;

            9)    to carry on business as financial consultants and arrangers in
                  relation to, and the provision of related services for the
                  identification and negotiation of, investments, acquisitions,
                  securitisations and related transactions (including, but not
                  limited to, any of the foregoing involving assets, shares,
                  stocks, joint venture or partnership interests or other
                  ownership interests) and for the identification, evaluation
                  and negotiation of the funding and financial structure of such
                  investments or acquisitions or similar transactions and to
                  provide advisory services in connection with the management of
                  assets or ownership interests throughout the world to any
                  group company;

            10)   to borrow or raise or secure the payment of money in such
                  manner as the Company may think fit and to secure the same or
                  the repayment or performance of any debt, liability, contract,
                  guarantee or other arrangement incurred or to be entered into
                  by the Company in any way and in particular by the issue of
                  debentures, debenture stock, bonds, obligations and otherwise
                  howsoever whether perpetual or otherwise charged upon all or
                  any of the Company's property and to purchase, redeem or
                  otherwise pay off such securities;

            11)   to lend or deposit with any person funds or other assets to
                  provide collateral or credit enhancement for loans or other
                  forms of financing provided to any group company and providing
                  collateral by way of mortgage, charge, pledge, lien or
                  promissory note or any other form of security as may be
                  required therefor;


<PAGE>



                                       -3-

            12)   to engage in or enter into, or arrange for any group company,
                  all forms of trading in commodities, currencies and property
                  generally including, without limitation, all forms of
                  contracts and agreements (whether spot, forward, swap or
                  otherwise), derivative financial instruments and products and
                  other rate protection transactions and options and futures on
                  the foregoing and on indices derived from the foregoing;

            13)   as set out in paragraphs (b) to (n) and (p) to (u) inclusive
                  of the Second Schedule to The Companies Act 1981.

(ii)  By the replacement of the present powers in paragraph 7 with new powers as
      follows:-

            POWERS OF THE COMPANY;

            1)    the Company shall, pursuant to Section 42 of The Companies Act
                  1981, have the power to issue preference shares which are, at
                  the option of the holder, liable to be redeemed;

            2)    the Company shall have the power to grant pensions, annuities,
                  or other allowances, including allowances on death, to or for
                  the benefit of any directors, officers or employees or former
                  directors, officers or employees of the Company or any group
                  company or former group company or of any predecessor in
                  business of any of them, and to the relations, connections or
                  dependants of any such persons, and to other persons whose
                  service or services have directly or indirectly been of
                  benefit to the Company or whom the Company considers have any
                  moral claim on the Company or to their relations, connections
                  or dependants, and to establish or support or aid in the
                  establishment or support of any associations, institutions,
                  clubs, schools, building and housing schemes, funds and
                  trusts, and to make payments toward insurance or other
                  arrangements likely to benefit any such persons or otherwise
                  advance the interests of the Company or of its Members, and to
                  subscribe, guarantee or pay money for any purpose likely,
                  directly or indirectly, to further the interests of the
                  Company or of its Members or for any national, charitable,
                  benevolent, educational, religious, social, public, general or
                  useful object;

            3)    the Company shall have the power to establish and operate any
                  plan or scheme for encouraging or facilitating the holding of
                  shares in the Company by or for the benefit of the bona fide
                  employees or former employees (including directors or
                  officers) employed by the Company and any group company, or
                  the wives, husbands, widows, widowers or children or step-
                  children of such employees or former employees and, without
                  limitation, the establishment and operation of any plan or
                  scheme to grant shares or options to acquire shares in the
                  Company to remunerate or provide an incentive to any such
                  employees or former employees;

            4)    the Company shall not have the power set out in paragraph 8 of
                  the First Schedule to The Companies Act 1981.







<PAGE>



























Signed by each subscriber in the presence of at least one witness attesting the
signature thereof -


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

   /s/ Anthony Whaley                         /s/ Karen O'Connor
--------------------------------------     -------------------------------------

   /s/ Edwin S. Mortimer                      /s/ Karen O'Connor
--------------------------------------     -------------------------------------

   /s/ John C. R. Collis                      /s/ Karen O'Connor
--------------------------------------     -------------------------------------

           (Subscribers)                               (Witnesses)


SUBSCRIBED this 11th day of May, 1995.


<PAGE>



















STAMP DUTY (To be affixed)







RC3

<PAGE>



                             THE COMPANIES ACT 1981

                                 FIRST SCHEDULE

A company limited by shares may exercise all or any of the following powers
subject to any provision of the law or its memorandum:

1.    [Deleted]

2.    to acquire or undertake the whole or any part of the business, property
      and liabilities of any person carrying on any business that he company is
      authorised to carry on;

3.    to apply for register, purchase, lease, acquire, hold, use, control,
      licence, sell, assign or dispose of patents, patent rights, copyrights,
      trade makers, formulae, licences, inventions, processes, distinctive
      makers and similar rights;

4.    to enter into partnership or into any arrangement for sharing of profits,
      union of interests, co-operation, joint venture, reciprocal concession or
      otherwise with any person carrying on or engaged in or about to carry on
      or engage in any business or transaction that the company is authorised to
      carry on or engage in or any business or transaction capable of being
      conducted so as to benefit the company;

5.    to take or otherwise acquire and hold securities in any other body
      corporate having objects altogether or in part similar to those of the
      company or carrying on any business capable of being conducted so as to
      benefit the company;

6.    subject to section 96 to lend money to any employee or to any person
      having dealings with the company or with whom the company proposes to have
      dealings or to any other body corporate any of those shares are held by
      the company;

7.    to apply for, secure or acquire by grant, legislative enactment,
      assignment, transfer, purchase or otherwise and to exercise, carry out and
      enjoy any charter, licence, power, authority, franchise, concession, right
      or privilege, that any government or authority or any body corporation or
      other public body may be empowered to grant, and to pay for, aid in and
      contribute toward carrying it into effect and to assume any liabilities or
      obligations incidental thereto;

8.    to establish and support or aid in the establishment and support of
      associations, institutions, funds or trusts for the benefit of employees
      or former employees of the company or its predecessors, or the dependants
      or connections of such employees or former employees, and grant pensions
      and allowances, and make payments towards insurance or for any object
      similar to those set forth in this paragraph, and to subscribe or
      guarantee money for charitable, benevolent, educational and religious
      objects or for any exhibition or for any public, general or useful
      objects;

9.    to promote any company for the purpose of acquiring or taking over any of
      the property and liabilities of the company or for any other purpose that
      may benefit the company;






<PAGE>



                                       -2-

10.   to purchase, lease, take in exchange, hire or otherwise acquire any
      personal property and any rights or privileges that the company considers
      necessary or convenient for the purposes of its business;

11.   to construct, maintain, alter, renovate and demolish any buildings or
      works necessary or convenient for its objects;

12.   to take land in Bermuda by way of lease or letting agreement for a term
      not exceeding twenty-one years, being land "BONA FIDE" required for the
      purposes of the business of the company and with the consent of the
      Minister granted in his discretion to take land in Bermuda by way of lease
      or letting agreement for a similar period in order to provide
      accommodation or recreational facilities for its officers and employees
      and when no longer necessary for any of the above purposes to terminate or
      transfer the lease or letting agreement;

13.   except to the extent, if any, as may be otherwise expressly provided in
      its incorporating Act or memorandum and subject to the provisions of this
      Act every company shall have power to invest the moneys of the Company by
      way of mortgage of real or personal property of every description in
      Bermuda or elsewhere and to sell, exchange, vary, or dispose of such
      mortgage as the company shall from time to time determine;

14.   to construct, improve, maintain, work, manage, carry out or control any
      roads, ways, tramways, branches or sidings, bridges, reservoirs,
      watercourses, wharves, factories, warehouses, electric works, shops,
      stores and other works and conveniences that may advance the interests of
      the company and contribute to, subsidise or otherwise assist or take part
      in the construction, improvement, maintenance, working, management,
      carrying out or control thereof;

15.   to raise and assist in raising money for, and aid by way of bonus, loan,
      promise, endorsement, guarantee or otherwise, any person and guarantee the
      performance or fulfilment of any contracts or obligations of any person,
      and in particular guarantee the payment of the principal of and interest
      on the debt obligations of any such person;

16.   to borrow or raise or secure the payment of money in such manner as the
      company may think fit;

17.   to draw, make, accept, endorse, discount, execute and issue bills of
      exchange, promissory notes, bills of lading, warrants and other negotiable
      or transferable instruments;

18.   when properly authorised to do so, to sell, lease, exchange or otherwise
      dispose of the undertaking of the company or any part thereof as an
      entirety or substantially as an entirety for such consideration as the
      company thinks fit;

19.   to sell, improve, manage, develop, exchange, lease, dispose of, turn to
      account or otherwise deal with the property of the company in the ordinary
      course of its business;








<PAGE>



                                      - 3 -

20.   to adopt such means of making known the products of the company as may
      seem expedient, and in particular by advertising, by purchase and
      exhibition of works of art or interest, by publication of books and
      periodicals and by granting prizes and rewards and making donations;

21.   to cause the company to be registered and recognised in any foreign
      jurisdiction, and designate persons therein according to the laws of that
      foreign jurisdiction or to represent the company and to accept service for
      and on behalf of the company of any process or suit;

22.   to allot and issue fully-paid shares of the company in payment or part
      payment of any property purchase or otherwise acquired by the company or
      for any past services performed for the company;

23.   to distribute among the members of the company in cash, kind, specie or
      otherwise as may be resolved, by way of dividend, bonus or in any other
      manner considered advisable, any property of the company, but not so as to
      decrease the capital of the company unless the distribution is made for
      the purpose of enabling the company to be dissolved or the distribution,
      apart from this paragraph, would be otherwise lawful;

24.   to establish agencies and branches;

25.   to take or hold mortgages, hypothecs, liens and charges to secure payment
      of the purchase price, or of any unpaid balance of the purchase price, of
      any part of the property of the company of whatsoever kind sold by the
      company, or for any money due to the company from purchasers and others
      and to sell or otherwise dispose of any such mortgage, hypothec, lien or
      charge;

26.   to pay all costs and expenses of or incidental to the incorporation and
      organisation of the company;

27.   to invest and deal with the moneys of the company not immediately required
      for the objects of the company in such manner as may be determined;

28.   to do any of the things authorised by this subsection and all things
      authorised by its memorandum as principals, agents, contractors, trustees
      or otherwise, and either alone or, in conjunction with others;

29.   to do all such other things as are incidental or conducive to the
      attainment of the objects and the exercise of the powers of the company.

      Every company may exercise its powers beyond the boundaries of Bermuda to
the extent to which the laws in force where the powers are sought to be
exercised permit.


<PAGE>



                             THE COMPANIES ACT 1981

                                 SECOND SCHEDULE

A company may by reference include in its memorandum any of the following
objects that is to say the business of:

(a)   INTENTIONALLY DELETED;

(b)   packaging of goods of all kinds;

(c)   buying, selling and dealing in goods of all kinds;

(d)   designing and manufacturing of goods of all kinds;

(e)   mining and quarrying and exploration for metals, minerals, fossil fuels
      and precious stones of all kinds and their preparation for sale or use;

(f)   exploring for, the drilling for, the moving, transporting and re-fining
      petroleum and hydro carbon products including oil and oil products;

(g)   scientific research including the improvement, discovery and development
      of processes, inventions, patents and designs and the construction,
      maintenance and operation of laboratories and research centres;

(h)   land, sea and air undertakings including the land, ship and air carriage
      of passengers, mails and goods of all kinds;

(i)   ships and aircraft owners, managers, operators, agents, builders and
      repairers;

(j)   acquiring, owning, selling, chartering, repairing or dealing in ships and
      aircraft;

(k)   travel agents, freight contractors and forwarding agents;

(l)   dock owners, wharfingers, warehousemen;

(m)   ship chandlers and dealing in rope, canvas oil and ship stores of all
      kinds;

(n)   all forms of engineering;

(o)   INTENTIONALLY DELETED;

(p)   farmers, livestock breeders and keepers, graziers, butchers, tanners and
      processors of and dealers in all kinds of live and dead stock, wool,
      hides, tallow, grain, vegetables and other produce;


<PAGE>

(q)   acquiring by purchase or otherwise and holding as an investment
      inventions, patents, trade marks, trade names, trade secrets, designs and
      the like;

(r)   buying, selling, hiring, letting and dealing in conveyances of any sort;
      and

(s)   employing, providing, hiring out and acting as agent for artists, actors,
      entertainers of all sorts, authors, composers, producers, engineers and
      experts or specialists of any kind.

(t)   to acquire by purchase or otherwise hold, sell, dispose of and deal in
      real property situated outside Bermuda and in personal property of all
      kinds wheresoever situated.

(u)   to enter into any guarantee, contract of indemnity or suretyship and to
      assure, support or secure with or without consideration or benefit the
      performance of any obligations of any person or persons and to guarantee
      the fidelity of individuals filling or about to fill situations of trust
      or confidence.


<PAGE>



FORM NO. la




                                     [SEAL]

                                     BERMUDA
                             THE COMPANIES ACT 1981

                                     CONSENT



                            Pursuant to section 6 (1)

In exercise of the powers conferred upon him by section 6 (1) of the Companies
Act 1981, the Minister of Finance hereby gives his consent to

                           BUNGE AGRIBUSINESS LIMITED

to be registered as an exempted Company under the Companies Act 1981, subject to
the provisions of the said Act,







Dated this 17th day of May 1995


                                           /s/ John S. Pearman
                                           --------------------------
                                           Acting Minister of Finance


<PAGE>



Form No. 5


                                     [SEAL]

                                     BERMUDA

                             THE COMPANIES ACT 1981
                            CERTIFICATE OF DEPOSIT OF
                            MEMORANDUM OF ASSOCIATION
                       AND CONSENT GRANTED BY THE MINISTER


               THIS IS TO CERTIFY that a Memorandum of Association
                                       of


                           BUNGE AGRIBUSINESS LIMITED

and the consent granted by the Minister under section 6(1) of the Act was
delivered to the Office of the Registrar of Companies on the 18th day of May,
1995 in accordance with the provisions of section 14(2) of the Act.


                                              IN WITNESS WHEREOF I have
                                              hereto set my hand this


                                              18th day of May, 1995
                                              ---------------------


                                              /s/ Illegible
                                              ----------------------------
                                              for Registrar of Companies



            Minimum Capital of the Company:    US$ 12,000.00
                                               -------------

            Authorised Capital of the Company: US$ 12,000.00
                                               -------------
