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Exhibit 1.1 Informal Translation
June 23, 2004 BY LAWS OF THE STOCK COMPANY NATUZZI S.p.A. INCORPORATION - PLACE OF
BUSINESS - DURATION ARTICLE 1 Incorporated hereby is a stock company having the name NATUZZI S.p.A. ARTICLE 2 The company has its legal headquarters in Bari, Corso Cavour No. 51.
Secondary headquarters may be established or eliminated at other locations in
Italy or abroad, pursuant to resolutions adopted at extraordinary meetings of
the shareholders. ARTICLE 3 The domicile of the shareholders insofar as it concerns their relations
with the Company shall be determined by the shareholders record. ARTICLE 4 The duration of the Company lasts until December 31, 2050 and may be
lengthened or shortened pursuant to resolutions of an extraordinary meeting of
the shareholders. PURPOSES ARTICLE 5 The Company has as its purpose the production and marketing of sofas, arm
chairs, furniture in general and decorative goods, as well as the production,
processing and marketing of raw materials and semi-finished goods used
therefor. The Company also has, as non-prevalent purposes and with regard to
the companies constituting part of the group, the following activities:  
    
    management of the Groups information technology, administrative and
commercial systems;  
    
    production of hardware and software;  
    
    consultation and implementation of issues related to management,
research and development, marketing, commercial penetration,
import-export activities and other business related matters;  
    
    professional training services addressed to executives, managers,
employees and workers;  
    
    planning and realization of industrial prototypes, trademark and
patents, graphics and advertising;  
    
    the granting of financing in any form;  
    
    foreign exchange transactions;  
    
    the collection, payment and transfer of funds;
    
    financial coordination; budgetary, strategic and administrative
planning; coordination of purchases, product engineering and
development and marketing;  
    
    the construction, purchase, management, licensing and leasing of industrial,
commercial and production premises; and




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
    
    the purchase, management, licensing and leasing of machinery, equipment and other tools. Absolutely excluded are the following:  
    
    reserved professional activities;  
    
    engaging in reserved activities under Law No. 1 of 1991;  
    
    engaging with the public in the activities referred to in article 4, paragraph 2, of Law No. 197/91; and  
    
    granting of consumer credit, even if with shareholders, including grants in conformity with the provisions
of the Ministry of the Treasury set forth in the Decree of September 27, 1991, published in the Official
Gazette No. 227; The Company may exercise, solely within the boundaries of the Natuzzi
S.p.A. Group, any activity in connection with the installation, maintenance and
servicing of technical facilities and in connection with mechanical, hydraulic,
thermal and electrical units, with telephone and electrical network units and
with lines and transport units. In addition, the Company may acquire participations and interests in other
companies or enterprises of any kind, in Italy or abroad, as an investment and
not for trading, and may undertake all operations that the administrative body
deems necessary or useful to the attainment of the purposes of the Company,
including the grant of suretyships and other guaranties. SHARE CAPITAL ARTICLE 6 The Companys share capital is fifty-four million, six hundred eighty one
thousand and six hundred and twenty-eight Euros (# 54,681,628) and is divided
into fifty-four million, six hundred eighty one thousand and six hundred and
twenty-eight (54,681,628) shares, each with a nominal value of one Euro (#
1.00). ARTICLE 7 Payments for the shares shall be requested by the administrative body
under the terms and conditions that it deems appropriate. ARTICLE 8 The shareholders meeting may resolve to reduce the share capital,
including by assignment of corporate activities to individual shareholders who
request such assignment. SHAREHOLDERS MEETINGS ARTICLE 9 The shareholders meeting represents all of the shareholders, and its
resolutions, taken pursuant to the law and these By-Laws, bind all of the
shareholders, including absent and dissenting shareholders.




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The shareholders meeting must be called at least once a year, and may be
held outside of the legal headquarters including abroad in the countries of the
EEC, Switzerland, Austria, the United States, Australia and Japan, within four
months of the closing of the fiscal year or within six months therefrom if
special reasons so require. ARTICLE 10 Each shareholder has the right to one vote per share. ARTICLE 11 The shareholders meeting is called by the administrative body pursuant to
article 2366 of the Civil Code. Shareholders meetings at which are present the entire capital of the
Company, the Directors and the Statutory Auditors are validly constituted even
if the meetings have not been previously called. ARTICLE 12 All those whose names are inscribed in the record book of shareholders at
least five days before the date fixed for the meeting may attend the
shareholders meeting. Each shareholder may appoint proxies, by means of a
written proxy, as prescribed by the law. ARTICLE 13 The shareholders meeting is presided over by the Chairman or the Vice
Chairman of the Board of Directors, or, in their absence, by another person
designated by the shareholders meeting. The President, with agreement of the meeting, nominates a Secretary. The
resolutions of the shareholders meetings are recorded in minutes signed by the
President and by the Secretary. Where required by law or when the President
deems it appropriate, the minutes shall be recorded by a notary public. ARTICLE 14 Ordinary and extraordinary shareholders meetings shall deliberate with
the quorums and majorities prescribed by the law. BOARD OF DIRECTORS ARTICLE 15 The Company is managed by a Board of Directors composed of seven to eleven
members, who are elected at the shareholders meeting. Directors may be
elected also among non-shareholders. The Directors remain in office for three
years. Directors terms expire and they may be replaced, in accordance with
the law. The shareholders meeting that elects the Directors also establishes
their number and their compensation for the entire duration of their mandate.




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ARTICLE 16 The Board of Directors elects, from among its members, its Chairman, if
the shareholders meeting has not already provided therefor, and, if it deems
appropriate, its Vice Chairman. The Board of Directors may delegate all or
part of its powers, subject to the provisions of article 2381 of the Civil
Code, to one or more of its members, who assume in such case the title of
Managing Directors, and fix their powers. The Board of Directors, in addition,
may nominate managers and special attorneys-in-fact. The Chairman or, in his
absence, the Vice Chairman, convenes and presides over the meetings of the
Board. ARTICLE 17 The Board of Directors is vested with the widest powers for the ordinary
and extraordinary management of the Company, without exception whatsoever, and
has the power to carry out all of acts that it deems appropriate for the
performance and the achievement of the purposes of the Company, excluding,
however, those powers that are explicitly reserved by law to the shareholders
meeting. The Board of Directors therefore has the power, among others, to acquire,
sell and exchange real property, to confer such property to other companies,
both established and being established, to acquire participations and
interests, to approve mortgage registrations, cancellations and annotations, to
relinquish legal mortgages and discharge the Registrar of Real Property from
liability, to settle and initiate legal proceedings, even informal mediation,
in cases not forbidden by law, to authorize and to carry out transactions with
banks, financial institutions and other public and private entities. ARTICLE 18 The Board of Directors meets any time that the Chairman, or who acts in
his place, judges it necessary, at the legal headquarters or elsewhere, in
Italy or abroad in the countries of the EEC, Switzerland, Austria, the United
States, Australia or Japan. The Chairman also convenes the Board upon the request of at least one
Director or of one regular member of the Board of Statutory Auditors. The
convocation must be made by registered letter sent at least seven days prior to
the day of the meeting and, in case of emergency, by a telegram sent at least
three days before such date, to the domicile of each Director. In the absence of the foregoing formalities, the Board of Directors is
otherwise deemed to be validly constituted if all of the Directors in office
and the Board of Statutory Auditors are present. For the validity of the
decisions of the Board of Directors, a favorable vote of the majority of the
Directors present is required. If the number of the members of the Board is even, the Chairmans vote
shall prevail in case of deadlock. It is permissible to hold meetings of the Board by phone or video
conference, so long as all participants may be identified and are allowed to
hear and participate in the discussions. Such requirements shall be verified.
The meeting shall be deemed to have taken place in the place where the Chairman
is located. The secretary of the meeting shall be present at the




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same place as the President, where it is possible to redact and sign the
minutes of the meeting on the appropriate corporate book. ARTICLE 19 To the Chairman of the Board of Directors or, if the Chairman is absent or
unable to fulfill his duties, to the Vice Chairman, if named, and to the
Managing Director, within the powers to him conferred, is assigned the power to
bind and represent the Company including in court, with the power to bring and
file legal and administrative actions and petitions at each level of
jurisdiction, including petitions for revocation and remand. BOARD OF STATUTORY AUDITORS ARTICLE 20 The management of the Company shall be reviewed by a Board of Statutory
Auditors composed of three regular members and two alternate members. Statutory Auditors remain in office for three years and may be reelected
for additional terms. The shareholders meeting that nominates the Statutory Auditors shall
determine their compensation. FINANCING ARTICLE 21 Any advancements or financings that shareholders extend to the Company,
proportionally to the shares registered to their respective names, shall be
considered, for all legal and fiscal purposes, exclusively gratuitous. FINANCIAL STATEMENTS AND PROFITS ARTICLE 22 The fiscal year ends on December 31 of each year. At the end of each
fiscal year, the administrative board prepares the financial statements to be
submitted to the shareholders meeting. ARTICLE 23 Net income, less an amount equal to 5% thereof to be allocated to the
legal reserve, shall be distributed among the shareholders, unless the
shareholders meeting decides to reserve it or to carry it over, in whole or in
part, to subsequent fiscal years. ARTICLE 24 The payment of dividends is to be effected pursuant to the terms
prescribed by the shareholders meeting. DISSOLUTION AND LIQUIDATION




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ARTICLE 25 Upon the occurrence, at any time and for any reason, of the dissolution of
the Company, the shareholders meeting shall establish the formalities of
liquidation, nominate one or more liquidators, and determine the powers and
compensation of the liquidators. GENERAL PROVISIONS ARTICLE 26 For any matters not provided for in these By-Laws, reference shall be made
to the outstanding provisions of applicable law.