Exhibit 3.21

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 07/16/2002

020453402 — 3547743

CERTIFICATE OF FORMATION

OF

SUNTERRA CYPRESS POINTE II DEVELOPMENT, LLC

     The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

     FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is Sunterra Cypress Pointe II Development, LLC.

     SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, County of New Castle.

Executed on July 15, 2002.

/s/ Mark R. Williams  

Mark R. Williams, Authorized Person 

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION

OF

SUNTERRA CYPRESS POINTE II DEVELOPMENT, LLC

     SUNTERRA CYPRESS POINTE II DEVELOPMENT, LLC (hereinafter called the “company”), a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, does hereby certify:

     1. The name of the limited liability company is: SUNTERRA CYPRESS POINTE II DEVELOPMENT, LLC.

     2. The Certificate of Formation of the domestic limited liability company is hereby amended to change the name and address of the registered agent and the address of the registered office within the State of Delaware as follows:

National Registered Agents, Inc.

9 East Loockerman Street, Suite 1B

Dover, Delaware 19901

County of Kent

Executed on: January 15, 2004.

/s/ Paul Hagan  

Paul J. Hagan, Authorized Person 

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:40 PM 01/23/2004

FILED 12:01 PM 01/23/2004

SRV 040049652 — 3547743 FILE

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:57 PM 10/17/2007

FILED 06:57 PM 10/17/2007

SRV 071127668 — 3547743 FILE

CERTIFICATE OF AMENDMENT

OF

SUNTERRA CYPRESS POINTE II DEVELOPMENT, LLC

     1. The name of the limited liability company is SUNTERRA CYPRESS POINTE II DEVELOPMENT, LLC.

     2. The Certificate of Formation of the limited liability company is hereby amended as follows: The name of the limited liability company is

DIAMOND RESORTS CYPRESS POINTE II DEVELOPMENT, LLC

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of     Sunterra Cypress Pointe II Development, LLC this 16^th day of October 2007.

By:	/s/ Frederick C. Bauman
	Frederick C. Bauman
	Authorized Person