Israel Company Law 1999

Part V: The Shareholder

Chapter 1: The Shareholder and the Share Certificate

176. A shareholder in a private company is any person who is so registered in the register of shareholders, or whoever holds a share warrant.

Shareholder in private company

177. A shareholder in a public company is any of the following:

(1) A person for whose benefit a share is registered with a member of a stock exchange and such share is included in the shares registered in the register of shareholders in the name of the nominee company;

(2) A person registered as a shareholder in the register of shareholders;

(3) A person holding a share warrant.

Shareholder in public company

178. (a) A shareholder registered in the register of shareholders shall be entitled to receive a certificate from the company evidencing his ownership of a share.

(b) A nominee company shall be entitled to receive a share certificate from the company evidencing the number and class of shares registered in its name in the register of shareholders.

Share certificate

179. A company may, if there is a provision for such in its articles of association, issue a share warrant for a fully-paid share, and the provisions of section 135 shall apply.

Share warrants

180. The Minister may prescribe provisions relating to the text, form, format and printing of a share certificate or of a share warrant.

Text of share certificate and share warrant

181. (a) A company may prescribe in its articles of association or in an allotment agreement provisions allowing the board of directors to forfeit a share allotted by the company and to sell it, if all or part of the consideration owed to the company by the shareholder (hereinafter “the debtor”) remains outstanding on the date and under the conditions prescribed in the articles of association or in such agreement.

(b) Shares forfeited and not yet sold shall be dormant shares, as defined in section 308.

(c) The debtor shall continue to be in debt to the company, unless the shares forfeited have been sold and the company has received the full consideration owed, together with additional sale costs.

(d) Where the consideration received for sale of forfeited shares exceeds the consideration owed by the debtor, the debtor shall be entitled to a refund of part of the consideration given for them, if any, subject to the provisions of the articles of association or any allotment agreement, provided that the consideration remaining in the possession of the company shall be no less than the full consideration owed by the debtor, together with costs involved in the sale.

(e) The provisions of this section shall not derogate from any other remedy available to the company as against the debtor.

Forfeiture

182. (a) The shareholders who are entitled to a dividend as provided in section 306 shall be the holders of shares on the date of the resolution regarding the dividend or on a later date if a later date is prescribed in such resolution.

(b) The shareholders in a public company that are entitled to participate and vote at the general meeting shall be the holders of shares on the date prescribed in the resolution to convene a general meeting, provided that such date falls no more than twenty-one days before the date of convening of the general meeting, and no fewer than four days prior to the date of convening.

(c) The Minister may make other provisions regarding the dates referred to in subsection (b), if this is required for the purpose of voting by means of a voting paper under section 87.

Determining date for ownership of a share

Chapter 2: Rights and Obligations of Shareholders