Hanner & Ofer, Lawyers in Israel >> Israel Company Registration >>
Israel Company Registration >> List of Company Law Articles >> Israel Company Law
Israel Company Registration
Nominee Shareholder
Nominee Director
Incorporate with a Nominee Director
Nominee Director Duty
Foreign Company Options

Register foreign company in Israel

Israel Options Comparison
Declaration of Trust
Deed of Trust
Foreign Shareholder
Corporate Foreign Shareholder
Israeli Company F.A.Q
Israel Company Law
Search a company

by name or registered number

List of Companies

List of Israeli public companies

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 Company Law 1999

 

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

 

Companies Law 1999

Chapter 3: Compromise or Arrangement

 

350. (a) Where a compromise or arrangement are proposed between a company and its creditors or shareholders, or between a company and any particular class of creditors or shareholders, the court may, on the application of the company, of a creditor or of a shareholder, or of a liquidator if the company is in liquidation, order the convening of a meeting of such creditors or shareholders, as the case may be, in such manner as the court shall order.

(b) The court to which the application for a compromise or arrangement is submitted as referred to in subsection (a) (in this Chapter “the plan”) may, if it is convinced that this would assist in drawing up or approving a plan aimed at reviving the company, grant an order stating that for a period that shall not exceed nine months, it shall not be possible to continue with or commence any proceedings against the company, other than with the permission of the court, and on conditions that it may determine (in this Chapter “a stay of proceedings order”).

(c) A stay of proceedings order may be granted in the presence of the applicant alone, if the court is convinced that the circumstances of the case so require, provided that notice of issue of the stay of proceedings order be published and be delivered to whomever might be prejudiced thereby, as the court may order.

(d) A person prejudiced by a stay of proceedings order granted in the presence of the applicant alone may apply to the court that gave the order to revoke it; the court shall deal with any such application for revocation submitted on the same date to be fixed for that purpose, provided that the hearing take place within thirty days of the date of grant of the order as aforesaid.

(e) The court may, for special reasons that it shall specify in writing, deal with an application by a creditor to revoke a stay of proceedings order even if the date laid down in subsection (d) has passed, if it is of the opinion that a significant change has taken place in the circumstances which may substantially prejudice the rights of the creditor.

(f) Where a stay of proceedings order is granted, the court shall permit:

(1) on the application of a secured creditor – the realization of assets mortgaged to him;

(2) on the application of a creditor who is the holder of a floating charge – the crystallization thereof;

(3) on the application of a creditor who is the holder of a floating charge that has crystallized – the realization of one or more such assets; provided the court is of the opinion that no proper protection of the rights of the creditor in the asset has been secured or that the realization of the mortgage or the crystallization of the floating charge will not prejudice consolidation and approval of the plan.

(g) The period in which proceedings are stayed under this section shall not be included in counting the periods prescribed under the Companies Ordinance to the extent that the staying of proceedings affects such periods, nor in reckoning the periods prescribed under the Prescription Law, 5718-195813, unless the court orders otherwise.

(h) In subsections (b) to (g), “proceedings” – shall include a proceeding under the Execution Law 5727-196714, but shall not include proceedings completed immediately prior to the grant of the order even if the money received in respect of such proceeding has not yet been transferred.

(i) If, in a meeting referred to in subsection (a), the majority in number of the persons present and voting together holding three quarters of the value represented at the vote agree to the compromise or arrangement, and the court approves the compromise or arrangement, they shall bind the company and all the creditors or shareholders, or any class of them, as the case may be, and if the company is in liquidation, the liquidator and any contributory.

(j) An order granted under subsection (b) shall not be valid until a certified copy thereof is submitted to the Registrar of Companies; a copy of the order shall be attached to all copies of the articles of association of the company issued after the granting of the order, and if the company does not have articles of association, to every copy of the document under which the company is incorporated and pursuant to which it acts, issued as aforesaid.

(k) For the purposes of this section: “company” – any company that may be subject to winding up under the Companies Ordinance; “settlement” – including reorganization of the share capital by amalgamation of shares of different classes or by division of shares into various classes, or by both such ways.

(l) The Minister may make provisions regarding the implementation of this section, including provisions regarding claims for debt and convening of meetings.

Authority for compromise or arrangement

351. (a) Where an application is submitted to the court for the approval of a compromise or arrangement as referred to in section 350, and it is proved to the court that the compromise or arrangement have been proposed in respect of a plan for the alteration of the structure of a company or for the merger of companies, and that, under the plan, a building or assets of one of the companies (in this Chapter “the transferor company”) are to be transferred to another company (in this Chapter the “transferee company”), the court may, in an order approving the application or in an order granted thereafter, make provision for - transfer of the concern, the assets or the liabilities, of the transferor company, in whole or in part, to the transferee company; allotment of shares, debentures, policies or other similar benefits in the transferee company which it is required to allot to a person under the compromise or arrangement; continuation on behalf of the transferee company of a pending proceeding by or against the transferor company; dissolution of the transferor company without winding up; relief for persons objecting to the compromise or arrangement within the time and in the manner ruled upon by the court; any routine matter required in order to ensure that the change in structure or the merger be effected completely and effectively.

(b) Where an order is granted as aforesaid for the transfer of assets or liabilities, the assets shall be transferred by virtue of the order and shall be vested in the transferee company, and shall be freed, if so prescribed in the order, from all charges that have ceased to be valid by virtue of the compromise or arrangement, and the liabilities shall be transferred to the transferee company and shall become itsliabilities.

(c) Where an order is granted under this section, every company to which the order applies shall transfer a certified copy of the order to the Registrar within seven days of the date on which it is granted; a company in breach of this provision, as well as any office holder of such company who approved or permitted such breach, shall be liable to a fine as prescribed in section 61(c) of the Penal Law, 1977, for every day on which the breach continues.

Change of structure and merger

Chapter 4: Remedies and Monetary Sanctions

Read more

Like us ?

Prove it :)

 

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

FrançaisEnglish  עברית

  

see a bigger map

242 Ben-Yehuda St. Tel-Aviv, Israel          site map