GUIDE TO THE MEMORANDUM OF INCORPORATION

2.8 AUDIT REQUIREMENT AND TIMING[Schedule 5, Item 2(7)]If, immediatley before 1 May 2011, a particular pre-existing company haspassed its financial year end, but has not completed the requirements in termsof the previous Act for publishing, audit and approval of its annual financialstatements for that financial year –a) the provisions of the previous Act continue to apply with respect to thepublishing, audit and approval of those statements, andb) the provisions of this Act will apply to each subsequent financial year endand annual financial statements of that company.Item 7 (11): inserted by the Amendment Act:The five consecutive financial years contemplated in Section 92(1) – (Rotationof auditors – the same individual may not serve as the auditor or designatedauditor of a company for more than five consecutive financial years) – must becalculated from the date of commencement of this Act.2.9 NAMES AND NAME RESERVATIONS[Schedule 5, Item 8]All names reserved before the effective date [reserved per Section 42 of theprevious Act] will continue as if reserved in accordance with Section 12 ofthe new Act, unless the Commissioner believes that such name does notsatisfy the requirements of Section 11 of the new Act, he may then notify theperson for whose use the name was reserved and invite him/her to substitutethe reservation with another name that satisfies the requirements of the newAct, such a person may then file a request for substitution of the name at nocharge, any time within 120 business days after the date of the Commission’snotice.2.10 CONTINUED APPLICATION OF PREVIOUS ACT TOWINDING UP AND LIQUIDATION[Schedule 5, Item 9]Despite the repeal of the previous Act, winding up and liquidation ofcompanies will remain governed by Chapter 14 thereof (until the BankruptcyAct is a reality) and subject to the provision that if any conflict arises betweenChapter 14 and the Act, the provisions of the Act will prevail;Item 2(3) inserted by Amendment Act provides that:A company being wound up by Court or voluntarily or under Judicialmanagement continues be allowed to use the following subjoined names“in liquidation” / “in Voluntary Liquidation” or “Under Judicial Management”as per previous Act [Sections 49(5) to (7)] if it was immediately before theeffective date engaged in circumstances contemplated in those provisions.2.11 PRESERVATION AND CONTINUATION OF COURTPROCEEDINGS AND ORDERSItem 10, Schedule 5Any proceedings in any court in terms of the previous Act immediately beforethe effective date, are continued in terms of that Act, as if it had not beenrepealed;8