EX-3.1 2 d872069dex31.htm EX-3.1

Exhibit 3.1

FORM No. 2d

BERMUDA

THE COMPANIES ACT 1981

MEMORANDUM OF CONTINUANCE OF COMPANY LIMITED BY SHARES

Section 132C(2)

MEMORANDUM OF CONTINUANCE

OF

Teekay Corporation Ltd.

(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. | The Company is an exempted company as defined by the Companies Act 1981.

3. | The authorised share capital of the Company is US$25,725,000 divided into 725,000,000 Common Shares of par value US$0.001 each, 25,000,000 Preference Shares of par value US$1.00 each.

4. | The Company, with the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceeding ___ in all, including the following parcels:-

N/A

5. | Details of Incorporation:

The Company was originally organised as a corporation under the laws of Liberia. The Company then redomiciled into the Republic of the Marshall Islands on December 20, 1999.

6. | The objects of the Company from the date of continuance are unrestricted.

7. | The following are provisions regarding the powers of the Company –

Subject to paragraph 4, the Company may do all such things as are incidental or conducive to the attainment of its objects and shall have the capacity, rights, powers and privileges of a natural person, and–

| (i) | pursuant to Section 42 of the Act, the Company shall have the power to issue preference shares which are, at the option of the holder, liable to be redeemed;

| (ii) | pursuant to Section 42A of the Act , the Company shall have the power to purchase its own shares; and

| (iii) | pursuant to Section 42B of the Act, the Company shall have the power to acquire its own shares to be held as treasury shares.

Signed by duly authorised persons in the presence of at least one witness attesting the signature thereof:-

/s/ Frans Lotz |  |  |  | /s/ N. Angelique Burgess
Frans Lotz, Secretary |  |  |  | N. Angelique Burgess, Assistant Secretary
(Authorised persons) |  |  |  | (Witnesses)

Dated this 1st day of October, 2024