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
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
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
Reports of Private Companies
Reporting by Public Company
Internal Auditor in a
Public Company
Appointment of Auditor
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
Prohibited Distribution
Redeemable Securities
Acquisition of Companies
Special Tender Offer
Forced Sale of Shares
Purchase of Shares of the Minority by Holder of Control
Power to Purchase the Shares of Opposing
in a Private Company
General Provisions
Alteration of Class of Corporation
Foreign Companies
Compromise or Arrangement
and Monetary Sanctions
Monetary Sanctions
A Public Company
Traded Outside Israel

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 4: Remedies and Monetary Sanctions

Article A: Remedies


352. (a) For the breach of a right conferred under this Law on a shareholder as against the company or as against another shareholder, or on a company as against a shareholder, the laws applying to breach of contract shall apply, mutatis mutandis.

(b) The provisions of this section shall not derogate from the rights of a shareholder under any law.


353. Without derogating from the provisions of any law, the breach of a duty to keep registers or to give notices or reports to the Registrar of Companies owed by a company under this Law or under the Companies Ordinance, shall be considered a breach of statutory duty as against whoever relies on the registers of the company or of the Registrar of Companies.

Breach of duties to keep registers and reporting duties

Article B: Monetary Sanctions


354. (a) Where the Registrar has reasonable grounds for presuming that a private company has done any of the following, he may impose a monetary sanction upon the company in the sum of six thousand new Israeli shekels: breach of the Registrar’s instructions under section 37(b) or (c); breach of the duty to file reports, pursuant to the provisions of section 140; breach of the duty to file an annual report pursuant to the provisions of sections 141 or 348; breach of the duty imposed upon it under the provisions of sections 173(a) or 175; breach of the duty imposed upon it under the provisions of section 343.

(b) Where the Registrar has reasonable grounds for presuming that a public company has infringed a duty imposed upon it under the provisions of section 343, he may impose monetary sanctions as aforesaid in subsection (a) upon it.

(c) Where the Registrar has reasonable grounds for presuming that a company upon which monetary sanctions have been imposed has infringed the same provision for which the monetary sanction was imposed within two years from the date it was imposed, he may impose upon such company double the sanction prescribed in subsection (a); the Registrar may also do so if the company has committed three or more breaches during the said period, even if the sanctions were imposed for breaches of different provisions.

Monetary sanctions

355. (a) The monetary sanction shall be in accordance with the sum updated on the date of demand for payment thereof, and if an appeal is filed and the court hearing the appeal does not rule that it be paid, in accordance with the sum as updated on the date of the ruling on the appeal.

(b) The Registrar may update the sum of the monetary sanctions on 1 January in each year, according to the rate of alteration of the index from the last index published prior to the update compared with the last index published prior to the date of commencement of this Law; the Registrar may also round off the amount of the monetary sanction to the nearest sum that is a product of ten New Israeli Shekels.

(c) The Registrar shall publish the amount of the updated monetary sanction by notice in Reshumot.

Update of monetary sanction

356. (a) A monetary sanction shall be imposed upon a company on the demand of the Registrar made to the company (in this Chapter “a demand”); the Registrar shall set out in the demand the breach referred to in section 354, and shall notify the company that if the breach is not remedied within forty-five days of the date of the demand, the company shall be required to pay the monetary sanction on the date fixed in the demand.

(b) Where the company remedies the breach within the time stipulated in the demand, it shall notify the Registrar thereof.

(c) Where an appeal is filed against the decision of the Registrar as aforesaid in section 359, the monetary sanction shall not be paid unless the court orders otherwise.

Demand for monetary sanction and payment thereof

357. Where a monetary sanction is not paid on time, linkage and interest differentials under the Adjudication of Interest and Linkage Law 196115 (hereinafter “linkage and interest differentials”) shall be added to it for the period of the delay up until the date of payment.

Linkage and interest differentials

358. The Taxes (Collection) Ordinance16 shall apply to the collection of the monetary sanction.


359. (a) The decision of the Registrar under section 354 shall be subject to appeal to the Magistrates’ Court, within thirty days of the date of receipt of the demand.

(b) Where the monetary sanction has been paid and the appeal has been allowed, the monetary sanction shall be refunded together with linkage and interest differentials.

(c) The court’s decision on the appeal is subject to appeal by leave.


360. (a) Where a monetary sanction imposed under section 354 is not paid on time, the Registrar may, subject to the provisions of subsection (e), demand the payment of it by any person registered in the Registrar’s records as a director of such company or who was so registered on the date of the breach.

(b) The provisions of sections 355 to 359 shall apply to a demand under this section.

(c) Where one of the persons designated in subsection (a) has paid the monetary sanction, the company shall not be required to pay it, and the payer shall be entitled to a refund from the company.

(d) The court shall not charge a person required to pay a monetary sanction under this section with the payment thereof if such person proves one of the following: that he took all appropriate steps to prevent the breach; that he did not know of the breach andought not to have known of it.

(e) The company may designate in its annual report that the general manager or a particular director as being responsible for the fulfillment of the provisions and obligations referred to in section 354; where the company so designates, the Registrar shall not require payment of the monetary sanction from any other director of the company, unless the payment of the monetary sanction has already been demanded previously from the general manager or director designated by the company, and has not been paid by them.

Collection from director

361. (a) The provisions of this Article shall not derogate from the power of a prosecutor to file an information for an offense under this Law in respect of which a monetary sanction may be imposed under this Article, for reasons that shall be set out in writing; for these purposes, “prosecutor” – as defined in section 12 of the Criminal Procedure Law (Consolidated Version)), 1982.

(b) Where an information is filed against the infringing party as aforesaid in subsection (a), such person shall not be charged with paying the monetary sanction under this Article, and if such has already been paid, the Registrar shall be ordered to refund it to the infringing party, together with linkage and interest differentials.

Retention of criminal liability

362. The Registrar may request the winding up of a company under Chapter 12 of the Companies Ordinance, if the monetary sanction imposed upon the company under section 354 is not paid by it, and within three years from the date of imposition of the monetary sanction, the Registrar has imposed a further monetary sanction, which was also not paid on time, provided that such have not been paid up to the date of the filing of the application for winding up.

Winding up on the application of the Registrar

363. The Minister may make regulations for the implementation of thisChapter.


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

Public Company Traded Outside Israel

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