<PAGE>
                                                                     EXHIBIT 3.1



                          CERTIFICATE OF INCORPORATION

                                       OF

                             MASTERCARD INCORPORATED

                  THE UNDERSIGNED, for the purpose of forming a corporation
pursuant to Section 102 of the Delaware General Corporation Law, does hereby
certify the following:

                  FIRST: The name of the corporation is: MASTERCARD INCORPORATED
(the "Corporation").

                  SECOND: The address of the Corporation's registered office in
the state of Delaware is Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of New Castle. The name of its registered agent at
such address is The Corporation Trust Company.

                  THIRD: The purposes to be conducted or promoted are to engage
in any lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.

                  FOURTH: The aggregate number of shares of stock which the
Corporation shall have authority to issue is 100; each of such shares shall be
with a par value of $.01 per share.

                  FIFTH: The name and mailing address of the sole incorporator
is: Noah J. Hanft, 2000 Purchase Street, Purchase, New York 10577.

                  SIXTH: In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized to make,
alter, or repeal the by-laws of the Corporation.

                  SEVENTH: No director will have any personal liability to the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty as a director, except (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
<PAGE>
174 of the Delaware General Corporation Law, as amended, or (iv) for any
transaction from which the director obtained an improper personal benefit.

                  EIGHTH: Pursuant to Section 211(e) of the Delaware General
Corporation Law, directors shall not be required to be elected by written
ballot.

                  IN WITNESS WHEREOF, the sole incorporator named above has
executed this Certificate of Incorporation this 9th day of May, 2001.



                                                            /s/ Noah J. Hanft
                                                            Noah J. Hanft
                                                            Sole Incorporator

                                        2

