Introduction: Formation of a company: Following are the steps by which a company can be formed: The proposed company name

should be approved by the registrar of companies. Secondly, the memorandum and articles of association of articles should be prepared. Suitable persons should be appointed for the subscription of memorandum of association. Registration fees should be deposited to registrar of companies and receipt of certificate of incorporation should be collected. Business commencement certificate should be collected from the registrar of company. [1] Memorandum Of Association: The memorandum of association of a company, often simply called the memorandum, is a fundamental document that governs the relationship between the company and the outside world. It is one of the documents required to incorporate a company. It is thus, the charter of the company and defines its raison detre (i.e., reason for existence). Requirements of Memorandum: A memorandum of association is required to state the name of the company, the type of company (such as public limited company or private company limited by shares), the objectives of the company, its authorised share capital, and the subscribers (the original shareholders of the company). A company may alter particular parts of its memorandum at any time by a special resolution of its shareholders, provided that the amendment complies with company law. Purpose: The MOA is designed to communicate to the public the state of affairs of the company and its purpose of being and operating. This aids various stakeholders of the company (creditors, suppliers, shareholders, etc.) to evaluate the extent of their risk and also possibilities of the company to overcome them at a future date.[2] Contents of Memorandum: The MOA of every company, shall contain the following clauses (described as conditions of the companys incorporation):

1. The name of the company, with Limited as the last word of the name in case of a public limited company and with Private Limited as the last words of the name in case of a private limited company. 2. TheS t a t e in which the registered office of the company is to be be situated. 3. Theo b j e c t s of the company which shall be classified asa. The main objects of the company; b. Objectsi n c i d e n t a l or ancillary to the attainment of the main objects; c.Other objects of the company not included in (a) and (b). 4. In the case of companies (other than trading corporations) with objects not confined to one State, the States to those territories the objects extend. 5. In the case of a company limited by shares or by guarantee, the Memorandum shall also state that thel i a b i l i t y of its members isl i m i t e d. 6. In the case of a company, having a share capital, the amount of share capital with which the company is to be registered and the division thereof into shares of fixed amount. The Memorandum shall conclude with an Associate Clause which states that the subscribers desire to form a company and agree to take shares in it. These clauses are: 1. The name clause. 2. The registered office clause. 3. The objects clause. 4. The capital clause. 5. The liability clause. 6. The association clause. Articles Of Association: The articles of association of a company, often simply referred to as the articles, are the regulations governing the relationships between the shareholders and directors of the company, and are a requirement for the establishment of a company. They are the rules, regulations and bye-laws for the internal management of the affairs of the company. They are framed with the object of carrying out the aims and objects as set out in the Memorandum of Association. Together with the memorandum of association, they form the constitution of a company.[3] Contents of Articles: Articles usually contain provisions relating to the following matters: 1) Share capital, rights of shareholders, variation of these rights, payment of underwriting commission. 2) Lien of shares. Calls on shares.

4) Transfer of shares. 5) Transmission of shares. 6) Forfeiture of shares. 7) Conversion of shares into stocks. 8) Share warrants. 9) Alteration of capital. 10) General meetings. 11) Voting rights of members, voting and poll. 12) Directors, their appointment, remuneration, qualifications, powers and proceedings of Board of Directors. 13) Dividends and reserves, capitalisation of profits. 14) Accounts, audits and borrowing powers. 15) Winding up. Companies which must have their own Articles(Sec. 26, Indian Companies Act, 1956): The following companies shall have their own articles, namely, (a) Unlimited companies. (b) Companies limited by guarantee. (c) Private companies limited by shares. The articles of association shall be signed by the subscribers of the Memorandum and registered along with it. A public company, may have its own Articles of Associoation. If it does not have its own articles, it may adopt Table A given in Schedule I.[4] So memorandum and articles of association play an important role in company registration process.

Advantages: Minimum subscription is not required. Company's can easily raise the sufficient capital through shares. These are appropriate for the business persons who have the limited capital. Even the non resident shareholders are not responsible for the additional tax on dividends. Accounts of any currency can be freely transferable without any exchange control restrictions. Disadvantages: The expenses for the company formation are very high. The alteration of memorandum is not so easy.

 The procedure for the establishment and the legal formalities are very complicated. The administrative costs and the tax payment are very high. In the private company, shares cannot be sold to the public. The problem of management occurs when directors are not able to manage the company as the sole traders do
Memorandum of Association is also called the charter of an organization and is a useful document for the investors to know how there money is being invested and utilized by the company. On the other hand, Articles of Association is also important as it lets one get a look into the internal structuring of the company and how the power flows down. It tells about the laws governing internal management of the company. It also reflects the roles, responsibilities and functions of various people in the management of the company.

he differences are as follows: Articles Of Association is the document containing the rules which governs the INTERNAL organization of a limited company. This must be filed with the Registrar of Companies together with the Memorandum Of Association. The Articles Of Association reflects the following:

Organization and control Voting rights Conduct of directors meeting Conduct of shareholders annual general meeting Directors power Rights attached to the different classes of shares

Whereas The Memorandum Of Association is the document filed with the Registrar of Companies before a limited company can become incorporated. It defines the EXTERNAL relationship of the company to the outside world. The details included in the Memorandum of Association are:

The companys name, address and registered office Share capital The companys objectives