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Israel Company Law
Interpretation of the law
Foundation of a Company
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The Registrar of Companies
The Companies Registry
Keeping of Registers
Structure of the Company
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Powers and the Liability for Acts
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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


Article B: Keeping of Registers


38. (a) The Registrar shall keep a register relating to every company and shall receive documents and reports for registration or filing in the company’s files, as shall be prescribed by the Minister.

(b) The Minister may order that the delivery of documents and reports, registration or filing in company files, shall be effected by way of electronic communication only (hereinafter “electronic filing or reporting”).

(c) The Registrar shall keep a register of companies in which every company shall be entered and shall give each company an identification number, and the Registrar may use a different type of numbering for different kinds of companies, as prescribed by the Minister.

Keeping registers and receipt of documents

39. (a) Every document or report that is to be submitted to the Registrar shall bear the company’s identification number, and shall be signed by one of the office holders of the company, together with such person’s name and position, as confirmation of the fact that the details in it are correct and complete; for the purposes of this section, “office holder of the company” shall include the company secretary or any person authorized by the company for the purposes of this section.

(b) Despite the provisions of subsection (a), a document or report submitted from a company in receivership or liquidation may be signed by the receiver or liquidator.

(c) The provisions of this section shall apply in the absence of any different provision in this regard in any law.

(d) Where the Minister has made a provision regarding electronic reporting, he may prescribe that the provisions of subsection (a) regarding the signature of an office holder shall not apply to documents and reports submitted in such way.

Submitting documents for registration

40. The following acts of the company shall have no effect unless registered:

(1) a change in the company’s name pursuant to the provisions of section 31;

(2) a change in the objects of the company.

Validity conditional upon registration

41. (a) A copy of any document held by or registered with the Registrar and certified by him shall be admissible in any legal proceeding as evidence, the evidentiary value of which shall be identical with that of the original document, and shall constitute conclusive evidence of the fact that the original document is in the Companies Registry.

(b) Where the Minister has made orders relating to electronic filing, the provisions of subsection (a) shall apply to the printout of such reports; for the purposes of this section, “printout” shall have the meaning ascribed to it in the Computers Law, -19955.

Copies as evidence

42. The registration or existence of a document at a company or with the Registrar shall not, as such, constitute evidence as to the knowledge of its contents.

Negation of knowledge

43. The registers kept by the Registrar in the Companies Registry shall be open for public inspection and any person may inspect them and receive certified copies of their contents, either through the Registrar himself or others authorized by the Registrar for such purpose, as prescribed by the Minister.


44. The Minister may prescribe the following:

(1) arrangements for registration and filing and the manner of submitting documents and reports for registration and filing as aforesaid, including electronic filing or reporting;

(2) the manner of keeping registers at the companies registry, and the public inspection thereof;

(3) the forms which must be used for the purposes of this Law, and the details to be included therein, including the manner of transferring information by electronic reporting;

(4) the manner of carrying out the Registrar’s obligations under this Law;

(5) details with which a company or a foreign company must provide the Registrar in respect of every shareholder, or other holder of rights, and in respect of a creditor or any office holder of the company;

(6) amounts that the Minister may prescribe for registration fees, annual fees, and other fees and impositions payable for acts and services that the Registrar provides under this Law; and the Minister may determine the amount of different fees and payments for different companies according to such criteria as he shall prescribe.


Article C: Appeal


45. (a) A person who feels aggrieved by a decision of the Registrar may appeal against such decision to the court.

(b) The Minister may make regulations regarding the legal procedures for the appeal.


Part III: Structure of the Company

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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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