Exhibit 3.1
CORPORATE PROPERTY ASSOCIATES 17 INCORPORATED
ARTICLES OF INCORPORATION
THIS IS TO CERTIFY THAT:
FIRST: The undersigned, Christopher W. Pate, whose address is Two
Hopkins Plaza, Suite 1800, Baltimore, Maryland 21201, being at least 18 years of age, does
hereby form a corporation under the general laws of the State of Maryland.
SECOND: The name of the corporation (which is hereinafter called the
“Corporation”) is:
Corporate Property Associates 17 Incorporated
THIRD: The Corporation is formed for the purpose of carrying on any
lawful business.
FOURTH: The address of the principal office of the Corporation in this State is
c/o CSC-Lawyers Incorporating Service Company, 7 Saint Paul Street, Baltimore, Maryland 21202.
FIFTH: The name and address of the resident agent of the Corporation are
CSC-Lawyers Incorporating Service Company, 7 Saint Paul Street, Baltimore, Maryland 21202. The
resident agent is a Maryland corporation.
SIXTH: The total number of shares of stock which the Corporation has
authority to issue is 1,000 shares, $.001 par value per share, all of one class. The aggregate par
value of all authorized shares having a par value is $1. The Board of Directors, with the approval
of a majority of the entire Board and without any action by the stockholders of the Corporation,
may amend the charter of the Corporation from time to time to increase or decrease the aggregate
number of shares of stock or the number of shares of stock of any class or series that the
Corporation has authority to issue.
SEVENTH: The Corporation shall have a board of one director unless the number is
increased or decreased in accordance with the Bylaws of the Corporation. However, the number of
directors shall never be less than the minimum number required by the Maryland General Corporation
Law. The initial director is:
Thomas E. Zacharias
EIGHTH: (a) The Corporation reserves the right to make any amendment of
the charter, now or hereafter authorized by law, including any amendment which alters the contract
rights, as expressly set forth in the charter, of any shares of outstanding stock.
(b) The Board of Directors of the Corporation may authorize
the issuance from time to time of shares of its stock of any class, whether now or hereafter
authorized, or securities convertible into shares of its stock of any class, whether now or
hereafter authorized, for such consideration as the Board of Directors may deem advisable,
subject to such restrictions or limitations, if any, as may be set forth in the Bylaws of the
Corporation.
(c) The Board of Directors of the Corporation may, by articles
supplementary, classify or reclassify any unissued stock from time to time by setting or changing
the preferences, conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, or terms or conditions of redemption of the stock.
NINTH: No holder of shares of stock of any class shall have any preemptive
right to subscribe to or purchase any additional shares of any class, or any bonds or convertible
securities of any nature; provided, however, that the Board of Directors may, in authorizing the
issuance of shares of stock of any class, confer any preemptive right that the Board of Directors
may deem advisable in connection with such issuance.
TENTH: To the maximum extent that Maryland law in effect from time to time permits
limitation of the liability of directors and officers, no director or officer of the Corporation
shall be liable to the Corporation or its stockholders for money damages. Neither the amendment nor
repeal of this Article, nor the adoption or amendment of any other provision of the charter or
Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of
the preceding sentence with respect to any act or failure to act which occurred prior to such
amendment, repeal or adoption.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation and acknowledge the
same to be my act on this 9th day of February, 2007.
/s/ Christopher W. Pate
Christopher W. Pate
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