<PAGE>   1
                                                                     EXHIBIT 1.1



                     Articles of Association of Celanese AG


                              I. GENERAL PROVISIONS

                      Section 1 Name and Registered Office

(1)    The name of the Company is

                                  Celanese AG.

(2)    The Company has its registered office in Kronberg im Taunus.


                         Section 2 Object of the Company

(1)    The Company directs, as a group holding company, a group of enterprises
       which carry on business, in particular, in the areas of chemicals and
       plastics.

(2)    The Company may carry on business itself in the areas mentioned in
       subparagraph (1) above as well as in other areas. It is entitled to take
       all actions and measures which relate to or which otherwise directly or
       indirectly serve its objectives.

(3)    The Company may also form, acquire, participate in enterprises, or bring
       them together under common control, in particular with regard to
       enterprises operating in the areas mentioned in subparagraph (1) above.
       It is entitled, mainly for investment purposes, to acquire interests in
       all kinds of enterprises. With regard to group companies and other
       enterprises in which it holds an interest, the Company may restrict
       itself to the administration of its interests, as well as dispose of it.


<PAGE>   2
                                      -2-


                       Section 3 Capital Stock and Shares

The capital stock amounts to DM 279,576,845 (in words: Deutsche Mark two hundred
seventy-nine million five hundred seventy-six thousand eight hundred forty-five)
and is divided into 55,915,369 registered shares without par value.


                          Section 4 Share Certificates

(1)    The form and contents of share certificates, dividend coupons and renewal
       coupons, if any, shall be determined by the Board of Management with the
       consent of the Supervisory Board. The same shall apply to debentures and
       interest coupons.

(2)    The right of the shareholder to ask for certificates representing his
       shares is excluded to the extent legally permissible and unless
       certification is required under the rules of a stock exchange where the
       shares are listed. The Company may issue global certificates representing
       single shares (Einzelurkunden) as well as several shares
       (Sammelurkunden).


                             Section 5 Business Year

The business year is the calendar year.



<PAGE>   3

                                      -3-

                            II. CORPORATE GOVERNANCE

                           A. The Board of Management


                    Section 6 Composition, Rules of Procedure

(1)    The Board of Management shall consist of several members, the number of
       whom shall be determined by the Supervisory Board.

(2)    The Supervisory Board may appoint a member of the Board of Management as
       Chairman of the Board of Management.

(3)    Resolutions of the Board of Management are passed by a simple majority of
       votes unless a greater majority is required by mandatory law. If
       resolutions are to be passed by a simple majority, in the case of a tie,
       the Chairman has the casting vote if the Board of Management consists of
       more than two persons.


                        Section 7 Power of Representation

(1)    The Company is legally represented by two members of the Board of
       Management or by one member of the Board of Management together with an
       authorized signatory (Prokurist).

(2)    No authorized signatory (Prokurist) shall be granted sole power of
       representation (Einzelprokura).



<PAGE>   4
                                      -4-

                            B. The Supervisory Board


                       Section 8 Composition, Elections, Term of Office

(1)    The Supervisory Board consists of twelve members. Six of the members
       shall be elected by the General Meeting and six members by the employees
       in accordance with the provisions of the German Co-Determination Act
       (Mitbestimmungsgesetz).

(2)    The members are elected for the period up to the termination of the
       General Meeting which decides on the ratification of their acts for the
       fourth business year following commencement of their term of office, not
       counting the business year in which that term begins. The General Meeting
       may, when electing, determine a shorter period of office for the
       shareholders' representatives.

(3)    Retiring members are eligible for re-election.

(4)    A member of the Supervisory Board may, upon written notice, at any time
       render his resignation to take effect at the termination of the next
       Annual General Meeting. Immediate resignation is permitted for important
       reasons or with the approval of the Chairman of the Supervisory Board, or
       in case of resignation by the Chairman, with the approval of his deputy.

(5)    The General Meeting may appoint substitute members for the ordinary
       members of the Supervisory Board to be elected by the General Meeting.
       Such substitute members will become members of the Supervisory Board as
       provided in detail by such General Meeting when ordinary members retire
       prematurely. The term of office of a substitute member shall end with the
       termination of the General Meeting following his assumption of office as
       an ordinary member; if no election of a successor takes place at the next
       General Meeting, the term of office shall continue until the end of the
       term of office of the prematurely retired ordinary member of the
       Supervisory Board. Successors of ordinary members shall be elected for
       the remainder of the term of office of the retired member.

<PAGE>   5
                                      -5-


                        Section 9 Chairman and Committees

(1)    Following the General Meeting in which all of the members of the
       Supervisory Board to be elected by the General Meeting have been elected,
       a meeting of the Supervisory Board is held for which no special
       invitation to attend is required. At this meeting the Supervisory Board
       shall elect in accordance with the provisions of the German
       Co-Determination Act a Chairman and a Deputy Chairman for the duration of
       its term of office.

(2)    Following the election of the Chairman and the Deputy Chairman, the
       Supervisory Board shall form a committee which shall carry out the tasks
       defined in Section 31 subparagraph 3 of the German Co-Determination Act,
       and which shall be composed of the Chairman, his deputy and two other
       members, one of whom is elected by the members of the Supervisory Board
       representing the employees and the other one by the members of the
       Supervisory Board representing the stockholders, such other members being
       elected by a majority of the votes cast.

(3)    If the Chairman or his deputy, or any of the other members mentioned in
       subparagraph (2), retires prematurely from office, the Supervisory Board
       immediately shall elect a successor for the remainder of the term.

(4)    The Supervisory Board may, in addition to the committee mentioned in
       subparagraph (2), form other committees from among its members and, so
       far as legally permissible, delegate decision-making powers to them.


<PAGE>   6

                                      -6-

                Section 10 Convening of Meetings, Quorum, Voting

(1)    The Supervisory Board draws up its own rules of procedure. The following
       provisions apply with respect to the convening of its meetings, its
       quorum and the conduct of meetings; the rules of procedure may provide
       additional rules.

(2)    The members of the Board of Management shall attend meetings of the
       Supervisory Board for consultation purposes, unless in an individual case
       the Supervisory Board or its Chairman, or in the latter's absence his
       deputy, should decide otherwise.

(3)    Meetings of the Supervisory Board are convened by the Chairman or, if the
       Chairman is prevented from doing so, by his deputy by giving 14 days
       prior notice. In urgent cases the period of notice may be reduced. The
       notice of the meeting shall set forth the specific items of the agenda
       with such clarity to allow members of the Supervisory Board not present
       at the meeting to make use of their right to cast a vote in writing
       pursuant to subparagraph (7).

(4)    Provided that all members of the Supervisory Board have been sent
       invitations to their last known address, a quorum shall be constituted if
       not less than six members participate in the resolution.

(5)    Unless other majorities are required by mandatory law, resolutions are
       passed by a simple majority of the votes cast. In determining the result
       of the vote, abstentions shall not be counted. The Chairman determines
       the conduct of the meeting as well as the method of voting. In the case
       of a tie, the Chairman decides whether the vote should be held again. If
       he considers it necessary, he is entitled to interrupt the meeting for a
       period of no longer than one week.

(6)    Resolutions should only be passed on such items on the agenda for which
       due notice pursuant to subparagraph (3) has been given in the invitation
       to attend the meeting. If due notice has not been given for an item on
       the agenda, a resolution on the latter may only be passed if no member
       objects. In such a case members of
<PAGE>   7

                                      -7-

       the Supervisory Board who do not attend the meeting must be given the
       opportunity to object to the passing of the resolution within a
       reasonable period of time as determined by the Chairman; the resolution
       shall take effect only if the members of the Supervisory Board not
       having attended the meeting have not objected within such period.

(7)    Members of the Supervisory Board who do not attend a meeting may
       participate in the passing of resolutions by the Supervisory Board and
       its committees by authorising other members of the Supervisory Board to
       present their written votes at the meeting.

(8)    The Chairman may arrange for a resolution of the Supervisory Board to be
       passed by written, telegraphic or telephonic statements provided no other
       member objects to this procedure within a reasonable period as determined
       by the Chairman.

(9)    Legally binding declarations by the Supervisory Board shall be made by
       the Chairman in the name of the Supervisory Board, or in his absence, by
       his deputy.


                               C. General Meetings


                                Section 11 Place

General Meetings shall be held at the registered office of the Company or in
cities of the Federal Republic of Germany having a stock exchange or in German
cities having at least 500,000 inhabitants or in German cities with no less than
100,000 inhabitants in which the Company or one of its affiliates has a place of
business.


<PAGE>   8

                                      -8-

                      Section 12 Notice of General Meetings

Notice of the meeting shall be given at least one month prior to the last day on
which the shareholders have to register for the General Meeting. The term of
notice shall be calculated exclusive of the day on which notice is given and the
last day of the period of registration.


                   Section 13 Right to attend General Meetings

Those shareholders who are registered in the share register on the day of the
General Meeting and who have notified the Company no later than the third day
before the General Meeting shall be entitled to attend General Meetings and to
exercise voting rights. If members of the Proxy Committee of the Company are
authorized to exercise the right to vote, proxy can also be granted by e-mail
with a digital signature or other technically customary proof of authenticity to
be determined by the Company. The e-mail address to which the proxy is to be
sent in this case, as well as other details for the granting of proxy, shall be
announced together with the invitation to the General Meeting in the journals
for the announcements of the Company.


                     Section 14 Chairman of General Meetings

(1)    The Chairman of the Supervisory Board or the additional member of the
       committee mentioned in Section 9 subparagraph (2) who is elected to the
       Supervisory Board by the General Meeting, or a member of the Supervisory
       Board or of the Board of Management nominated by the Supervisory Board,
       shall take the chair at General Meetings. If no member of the Supervisory
       Board or of the Board of Management takes the chair, the Chairman shall
       be elected by the meeting.

(2)    The Chairman of the meeting shall decide the order of items on the
       agenda. He shall determine the manner, form and order of voting on the
       resolutions.

<PAGE>   9
                                      -9-


                      Section 15 Resolutions and Elections

(1)    Each share entitles the owner to one vote at the General Meeting.

(2)    All resolutions of the General Meeting may be passed by a simple majority
       of votes cast and, if a majority of capital is required, by a simple
       majority of the share capital represented in the meeting unless different
       requirements are mandatorily stipulated by law.

(3)    Alterations to these Articles of Association which only affect the
       wording may be decided upon by the Supervisory Board.


                    III. ANNUAL ACCOUNTS, ANNUAL GENERAL MEETINGS, NOTICES


                           Section 16 Annual Accounts

(1)    Within the first three months of each business year, the Board of
       Management shall prepare the annual accounts for the previous business
       year and the Management Report and submit them to the auditor.
       Immediately after receipt of the auditor's report the annual accounts and
       the Management Report together with the auditor's report and the proposal
       for the appropriation of the profits shall be submitted to the
       Supervisory Board.

(2)    The annual accounts, the Management Report, the report of the Supervisory
       Board, and the proposal of the Board of Management for the appropriation
       of the profits shall be made available for inspection by the shareholders
       at the office of the Company as from the date of the calling of the
       General Meeting.


<PAGE>   10

                                      -10-

                        Section 17 Annual General Meeting

(1)    The Annual General Meeting shall take place within the first eight months
       of every business year.

(2)    The Annual General Meeting shall resolve, in particular, regarding the
       appropriation of the profits, the election of the auditor, the
       ratification of the acts of the Board of Management and of the
       Supervisory Board, and, where required by law, the approval of the annual
       accounts.


                  Section 18 Appropriation of, and Participation in Profits

(1)    The profits as shown by the annual accounts, after deducting depreciation
       and write-downs and amounts allocated by the Board of Management and the
       Supervisory Board to provisions and reserves, shall be distributed to the
       shareholders except to the extent that the General Meeting resolves to
       use it in another manner.

(2)    The dividends paid to the shareholders shall be proportional to their
       shares in the capital stock.

(3)    On an increase of the share capital the participation of the new shares
       in the profits may be determined in a different manner from that set out
       in Section 60 of the German Stock Corporation Act (Aktiengesetz).


                            Section 19 Announcements

The Company's announcements are published in the "Bundesanzeiger".




<PAGE>   11


                                      -11-

                        Section 20 Expenses of Formation

Expenses incurred in connection with its formation shall be borne by the Company
up to an amount of DM 1,500.








This translation of the Articles of Association of Celanese AG into English has
been prepared for convenience purposes. The German text is authoritative.

The Registrant hereby represents that the above English translation is a fair
and accurate English translation of the Articles of Association of Celanese AG.

                                                   Celanese AG

                                                   By: /s/ Joachim Kaffanke

                                                   Joachim Kaffanke