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Israel Company Law
Interpretation of the law
Foundation of a Company
Incorporation
Right of Incorporation
Legal Personality
Establishment and Registration of a Company
Purpose of Company
Acts Performed by a Promoter
Articles of Association
Contents of Articles and their Alteration
Name of the Company
Objects of the Company
Registered Share Capital and Distribution Thereof
Limitation of Liability
The Registrar of Companies
The Companies Registry
Keeping of Registers
Appeal
Structure of the Company
Organs of the Company
Powers and the Liability for Acts
Division of Powers Among
Principal Organs
Liability of Company for Acts of Organs
Liability of Individuals in an Organ
Avoidance of Unauthorized Acts
The General Meeting
Powers of the General Meeting
Annual General Meeting and
Special General Meeting
Convening and Direction of
General Meeting
General Meeting of a Private Company
Quorum at General Meeting and Chairman of General Meeting
Voting at General Meeting
Voting by Voting Paper and Statement of Position
Minutes of the Meeting
Defects in Convening Meetings
The Board of Directors
Powers of the Board of Directors
Chairman of Board of Directors
Convening of Meetings of Board of Directors
Meetings of the Board of Directors and their Direction
Voting at the Board of Directors
Minutes of Meetings of the Board of Directors
Defects in Convening Meetings of the Board of Directors
Committees of the Board of Directors
Audit Committee
The General Manager
Administration of the Company
Register of Shareholders and Substantial Shareholders
The Registers
Register of Shareholders
Registration of Share Warrant
Register of Shareholders and Shareholders Outside Israel
Reporting
Reports of Private Companies
Reporting by Public Company
Internal Auditor in a
Public Company
Auditor
Appointment of Auditor
Independence
Ending of Auditor’s
Term of Office
Fees Payable to Auditor
Powers, Duties
and Responsibilities of Auditor
Financial Reports
The Shareholder
The Shareholder and the Share Certificate
Rights and Obligations of Shareholders
Derivative and Class actions
Derivative Action and Derivative Defense
Representative Action
Office Holders in a Company
Directors’ Appointment and Term of Office
Term of Office of Director and Termination thereof
Restrictions on Appointment and Termination of Office
Corporation as a Director
Substitute Director
External Director
Appointment and Dismissal
of Other Office Holders
Duties of Office Holders
Duty of Care
Fiduciary duty
Exemption, Indemnification and Insurance
Rights of Director
Transactions with Interested ies
Capital of the Company
Securities and Transactions Therein
Freedom to Diversify
Registered Share Capital
Issue of Securities
Transfer of Securities
Preservation and Distribution of Capital
Permitted Distribution
Dividend
Purchase
Prohibited Distribution
Redeemable Securities
Acquisition of Companies
Merger
Special Tender Offer
Forced Sale of Shares
Purchase of Shares of the Minority by Holder of Control
Power to Purchase the Shares of Opposing
Shareholders
in a Private Company
General Provisions
Alteration of Class of Corporation
Foreign Companies
Compromise or Arrangement
Remedies
and Monetary Sanctions
Remedies
Monetary Sanctions
A Public Company
Traded Outside Israel
Regulations
 

Israel Companies Law

Israel Companies Law

 

Miss Sahara Ozer, will attend to you (in English)
at Phone No. +972 3 546 88 88

 

In case of emergency, call Gabriel Hanner
at his cellular: +972 50 552 33 33

 

Israel Companies Law 1999

Part I: Interpretation of the law

Definitions

Part II: Foundation of a Company

Chapter 1: Incorporation

Article A: Right of Incorporation

The right to incorporate

One-person company

Article B: Legal Personality

Legal personality of a company

Existence of company

Lifting the corporate veil

Restriction of employment

Article C: Establishment and Registration of a Company

Application for registration

Fees

Certificate of incorporation

Article D: Purpose of Company

Purpose of company

Article E: Acts Performed by a Promoter

Approval of act

Status of a third party regarding a promotion

Lack of awareness of promotion

Chapter 2: Articles of Association

Article A: Contents of Articles and their Alteration

Articles of association of a company

Validity of articles of association

Articles of association as a contract

Details that must be included in the articles of association

Details that may be included in the articles of association

Amendment of articles of association

Validity of alteration and reporting

Limitation on altering the articles of association

Signature of articles of association

Transitional provisions regarding memorandum and articles of association

Article B: Name of the Company

Choice of name  Notation of Ltd. at the end of the name of a company

Misleading name

Name contrary to public policy

Registrar’s authority to order change of name

Injunction

Change of name

Article C: Objects of the Company

Notation of purposes of the company in its articles of association

Article D: Registered Share Capital and Distribution Thereof

Registered share capital

Nominal value of shares

Article E: Limitation of Liability

Limitation of liability

Chapter 3: The Registrar of Companies

Article A: The Companies Registry

Appointment and qualification of Registrar and Deputy Registrar

Powers of the Registrar

Article B: Keeping of Registers

Keeping registers and receipt of documents

Submitting documents for registration

Validity conditional upon registration

Copies as evidence

Negation of knowledge

Inspection

Regulations

Article C: Appeal

Appeal

Part III: Structure of the Company

Chapter 1: Organs of the Company, their Powers and the Liability for their Acts

Article A: Organs

The organs

Acts of an organ like acts of the company

Article B: Division of Powers Among Principal Organs

Powers of organs

Residual power

Transfer of power among organs pursuant to articles of association

Assuming powers of general manager

Organ that is precluded from fulfilling its role

Article C: Liability of Company for Acts of Organs

Liability of company in tort

Article D: Liability of Individuals in an Organ

Liability of individuals in an organ

Article E: Avoidance of Unauthorized Acts

Act departing from authorization

Act departing from objects or without authorization

Chapter 2: The General Meeting

Article A: Powers of the General Meeting

Powers conferred on the general meeting

Prohibition on stipulation

Appointment of directors

Article B: Annual General Meeting and Special General Meeting

Convening of annual general meeting

Non-holding of annual general meeting

Convening of annual general meeting by the court

Convening of special general meeting

Convening of general meeting by shareholders

Application to the court

Article C: Convening and Direction of General Meeting

Agenda

Dates of delivery of invitations for private company

Contents of invitation to general meeting of a private company

Notice of general meeting of public company, and contents thereof

Regulations regarding resolutions at general meetings

Proof of ownership of shares in a public company

Convening meeting by court

Meeting in Israel

Meeting adjourned by resolution of the meeting

Class meeting

Article D: General Meeting of a Private Company

Resolution without convening

Holding of meeting through means of communication

Article H: Quorum at General Meeting and Chairman of General Meeting

Quorum at general meeting

Quorum at adjourned meeting

Chairman of general meeting

Freedom to contract our

Article F: Voting at General Meeting

Freedom to vary

Manner of voting at meeting

Voting by counting

Majority at general meeting

Declaration as evidence

Article G: Voting by Voting Paper and Statement of Position

Voting at general meeting by written vote

Addressing shareholders

Regulations

Article H: Minutes of the Meeting

Minutes at a general meeting

Article I: Defects in Convening Meetings

Defects in convening meetings

Chapter 3: The Board of Directors

Article A: Powers of the Board of Directors

Powers and duties of the board of directors

Board of directors numbering one person

Article B: Chairman of Board of Directors

Election of chairman of board of directors

Limitation on election of chairman of the board of directors

Management of meetings of board of directors

Article C: Convening of Meetings of Board of Directors

Meetings of board of directors

Convening of meetings of the board of directors

Article D: Meetings of the Board of Directors and their Direction

Agenda

Notice of meeting of board of directors

Holding of meeting by telecommunication

Convening of meeting without notice

Passing of resolutions without convening meeting

Quorum at meetings of the board of directors

Article E: Voting at the Board of Directors

Voting at the board of directors

Voting agreements

Passing of resolutions

Article F: Minutes of Meetings of the Board of Directors

Minutes of meetings of the board of directors

Article G: Defects in Convening Meetings of the Board of Directors

Defects in convening meetings

Article H: Committees of the Board of Directors

Setting up of committees

Acts of committees

Restriction on delegation of power

Abrogation of resolutions of committee

Article I: Audit Committee

Appointment of committee

Members of committee

Invitation to meetings

Functions of audit committee

Audit committee in private company

Chapter 4: The General Manager

Appointment of general manager

Liability of general manager

Powers of general manager

Duty to report to board of directors

Part IV: Administration of the Company

Chapter 1: Registered Office

Registered office

Documents to be kept at the registered office

Manner of keeping documents

Receipt of copies

Chapter 2: Register of Shareholders and Register of Substantial Shareholders

Article A: The Registers

Register of shareholders

Register of substantial shareholders

Inspection of registers

Article B: Register of Shareholders

Contents of register of shareholders

Registration of trustee on register of shareholders

Nominee company

Register of shareholders as evidence

Amendment of registration

Article C: Registration of Share Warrant

Issue of share warrant

Cancellation of share warrant

Article D: Register of Substantial Shareholders and Additional Register of Shareholders Outside Israel

Contents of register of substantial shareholders

Additional register of shareholders

Regulations

Chapter 3: Reporting

Article A: Reports of Private Companies

Reporting by private companies

Annual report by private company

Article B: Reporting by Public Company

Reporting public company

Inspection at the Securities Authority

Regulations regarding reporting, filing and fees

Reporting by public company to Registrar

Chapter 4: Internal Auditor in a Public Company

Duty to appoint internal auditor

Internal Audit Law

Person responsible for internal auditor

Work program

Urgent examination

Role of internal auditor

Submitting of reports

Ceasing to act

Chapter 5: Auditor

Article A: Appointment of Auditor

Duty to appoint auditor

Appointment of first auditor

Joint auditors

Appointment by special general meeting

Inactive companies

Appointment by Registrar

Article B: Independence

Independence of auditor

Duty to perform additional audit

Article C: Ending of Auditor’s Term of Office

Ending term of office

Termination of service due to dependence

 

Position of auditor

Article D: Fees Payable to Auditor

Fees of auditor

Prohibition against stipulation of salary or grant of indemnity

Fee for additional services

 

Article E: Powers, Duties and Responsibilities of Auditor

Powers of auditor

Duty to report

Responsibility for opinion

Chapter 3: Financial Reports

Financial reports

Preparation of financial reports in a private company

Presentation of reports to shareholders

 

Declaration by board of directors

Obligation to submit balance sheets

 

Part V: The Shareholder

Chapter 1: The Shareholder and the Share Certificate

Shareholder in private company

Shareholder in public company

Share certificate

Share warrants

Text of share certificate and share warrant

Forfeiture

Determining date for ownership of a share

Chapter 2: Rights and Obligations of Shareholders

Rights and obligations of shareholder

Rights to information

Inspection of company documents

Information on directors’ remuneration

Right to receive articles of association and financial reports

Right to vote

Permission to conclude agreements

Right to dividend

Rights in cases of discrimination

Shareholders’ duties

Duty of interested party and of decisive voting power to act fairly

Chapter 3: Derivative and Class actions

Article A: Derivative Action and Derivative Defense

Preconditions for filing of claim

Response of company

Company’s response to plaintiff

Right to file derivative action

Approval of derivative action

Fee and costs

Costs

Reward

Arrangement or settlement

Derivative defense

Prohibited distribution of dividend

Company in liquidation

Regulations

Article B: Representative Action

Representative action

Notice

Funding by Authority

Court approval

Definition of group

Res judicata

Arrangement or compromise

Advocate’s fees

Remuneration to plaintiff

Compensation and costs

Other relief

Regulations

Part VI: Office Holders in a Company

Chapter 1: Directors’ Appointment and Term of Office

Article A: Term of Office of Director and Termination thereof

Number of directors

Initial directors

Commencement of office

Period of office

Reporting of changes

Directors register

Article B: Restrictions on Appointment and Termination of Office

Duty of disclosure

Restriction on appointment due to conviction

Limitation on appointment due to bankruptcy or liquidation

Termination of office

Resignation of director

Dismissal of director

Obligation to cease holding office

Termination of office due to offense

Disqualification pursuant to court ruling

Fiduciary duty

Article C: Corporation as a Director

Corporation as a director

Individual acting on behalf of corporation

Article D: Substitute Director

Substitute director

Liability of substitute director

Article E: External Director

Duty to appoint

Qualification for appointment

Declaration

Initial External Directors

Participation in committees

Remuneration and refund of expenses

Duration of office

Termination of office by general meeting

Termination of office by court

Appointment by special general meeting

Prohibition against appointment and employment

Chapter 2: Appointment and Dismissal of Other Office Holders

Appointment and dismissal of general manager

Appointment and dismissal of office holders

Chapter 3: Duties of Office Holders

Article A: Duty of Care

Duty of care

Precautions and standard of proficiency

Article B: Fiduciary duty

Fiduciary duty

Approval of acts

Remedies

Disclosure of defects

Article C: Exemption, Indemnification and Insurance

Authority of company to grant

exemption, indemnification and insurance

Authorization to grant exemption

Permission regarding indemnity

Liability insurance

Alteration of articles of association

Invalid provisions

No contracting out

Chapter 4: Rights of Director

Right to receive information

Right to employ advisers

Right to sue

Chapter 5: Transactions with Interested Parties

Definition of holder of control

Duty of disclosure

Transactions requiring special approvals

Non-extraordinary transactions

Extraordinary transactions with office holders

Conditions of office and employment

Private placement

 

Transaction with holder of control

Disclosure of personal interest

Cumulative approvals

Abstention of directors

Audit committee of a public company

Invalid transaction.

Revocation of transaction

Approval by board of directors

Remedies

Regulations

Part VII: Capital of the Company

Chapter 1: Securities and Transactions Therein

Article A: Freedom to Diversify

Freedom to diversify

Article B: Registered Share Capital

Increasing registered share capital

Cancellation of registered share capital

Article C: Issue of Securities

Authority to issue shares and convertible securities

Power to issue debentures

Entitlement to participate in future allotments

Allotment other than in return for cash

Reporting allotments

Article D: Transfer of Securities

Transferability

Limitation on transferability

Joint owners

Bearer securities

Negotiability

Purchase on stock exchange

Alteration in registration

Forced sale

Chapter 2: Preservation and Distribution of Capital

Article A: Permitted Distribution

No contracting out

Permitted distribution

Distribution with consent of court

Allotment of shares at less than nominal value

Regulations

Article B: Dividend

Right to dividend or to bonus shares

Resolution on payment of dividend

 

Article C: Purchase

Consequences of purchase

Purchase by a controlled corporation

Article D: Prohibited Distribution

Consequences of prohibited distribution

Liability of directors for prohibited distribution

 

Article E: Redeemable Securities

Redeemable securities

 

Transitional provision

Part VIII: Acquisition of Companies

Chapter 1: Merger

Approvals by a company

Merger that prejudices a company’s ability to pay its debts

Merger proposal

Notice to the Registrar of Companies

Notice to creditors

Objection bycreditors

Approval of merger

 

Confirmation by court

Restrictive trade practices

Consequences of merger

Freedom to impose conditions

Floating charge in merging company

Regulations regarding merger

Transitional provisions concerning merger

Chapter 2: Special Tender Offer

Purchase of control block or of control

Opinion of board of directors

Duties of office holders

Consent of shareholders

Minimum acceptance

Consequences of prohibited purchase

Consecutive tender offers or mergers

Regulations

Chapter 3: Forced Sale of Shares

Article A: Purchase of Shares of the Minority by Holder of Control in a Public Company

Complete tender offer

Forced sale

Right in the form of assessment

Conversion of public company into private company

Consequences of prohibited purchase

Article B: Power to Purchase the Shares of Opposing

Shareholders in a Private Company

Power to purchase shares of opposing shareholders in a private company

Transitional provisions

Part IX: General Provisions

Chapter 1: Alteration of Class of Corporation

A company that has become public or private

Alteration inliability ofshareholders

Conversion of a cooperative society into a company

Chapter 2: Foreign Companies

Duty to register foreign company

Service on foreign company

Annual report

Penalties

 

 3: Compromise or Arrangement

Authority for compromise or arrangement

Change of structure and merger

Chapter 4: Remedies and Monetary Sanctions

Article A: Remedies

Remedies

Breach of duties to keep registers and reporting duties

Article B: Monetary Sanctions

Monetary sanctions

Update of monetary sanction

Demand for monetary sanction and payment thereof

Linkage and interest differentials

Collection

Appeal

Collection from director

Retention of criminal liability

Winding up on the application of the Registrar

Regulations

Chapter 5: A Public Company Whose Shares are Traded Outside Israel

Limitation on application

Duties as to reporting

Chapter 6: Regulations

Performance and regulations

Part X: Repeal, Transitional Provisions, Application and Commencement

Repeal of Companies Ordinance

Transitional provisions regarding application of provisions of standard articles of association

Transitional provisions regarding sharesof the company if owned by subsidiary

Application to company limited by guarantee

Transitional provisions regarding internal auditor

Director from the public

Amendment of Securities Law – No. 18.

Amendment of Securities (Amendment No. 11) Law – No. 5

Amendment of Joint Trust Investments Law – No. 6.

Amendment of National Insurance Law – No. 35.

“Insured persons who are members or office holders in a corporation

Commencement

Promulgation

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Miss Sahara Ozer, will attend to you (in English)
at Phone No. +972 3 546 88 88

 

In case of emergency, call Gabriel Hanner
at his cellular: +972 50 552 33 33

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