Exhibit 3.1

RESTATED

CERTIFICATE OF INCORPORATION

OF

INTERNATIONAL ASSETS HOLDING CORPORATION

Under Section 245

of the

General Corporation Law of the State of Delaware

INTERNATIONAL ASSETS HOLDING CORPORATION , a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), does hereby certify:

FIRST : The name of the Corporation is International Assets Holding Corporation.

SECOND : The Corporation was originally incorporated under the name International Assets Holding Corporation.

THIRD : The date of filing the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was October 26, 1987.

FOURTH : This Restated Certificate of Incorporation was duly adopted in accordance with Section 245 of the General Corporation Law of Delaware and only restates and integrates and does not further amend the provision of the Corporation’s Restated Certificate of Incorporation as previously restated, amended and supplemented. There is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation.

FIFTH : The text of the Amended and Restated Certificate of Incorporation of the Corporation, as previously restated, amended and supplemented, is hereby restated to read in full, as follows:

1. The name of the Corporation is International Assets Holding Corporation.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is the Corporation Trust Company.

3. The nature of the business or purpose to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. Capital Stock .

(a) Number and Class of Shares Authorized; Par Value . This Corporation is authorized to issue the following shares of capital stock:

(i) Common Stock . The aggregate number of shares of common stock which the Corporation shall have authority to issue is 30,000,000 with a par value of $0.01 per share.

(ii) Preferred Stock . The aggregate number of shares of preferred stock which the Corporation shall have the authority to issue is 1,000,000 with a par value of $0.01 per share.

(b) Description of Preferred Stock . The terms, preferences, limitation and relative rights of the Preferred Stock are as follows:

(i) The Board of Directors is expressly authorized at any time and from time