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

 

Part III: Structure of the Company

 

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

 

Article A: Organs

 

46. The company’s organs are the general meeting, the board of directors, the general manager and any person whose acts in any given matter are considered by law or by virtue of the articles of association to be the acts of the company with regard to the matter concerned.

The organs

 

47. The acts and intentions of an organ shall be the acts and intentions of the company.

Acts of an organ like acts of the company

Article B: Division of Powers Among Principal Organs

 

48. (a) The general meeting shall have the powers specified in Article A of Chapter 2.

(b) The board of directors shall have the powers specified in Article A of Chapter 3.

(c) The general manager shall have the powers specified in Chapter 4.

(d) All organs of the company shall have all auxiliary powers required to exercise their powers.

Powers of organs

49. The board of directors may exercise any power of the company not granted to any other organ by law or by the articles of association.

Residual power

50. (a) A company may prescribe provisions in its articles of association to the effect that the general meeting may assume powers conferred on another organ and that the powers granted to the general manager be transferred to the board of directors, for any particular matter or period of time.

(b) Where the general meeting has assumed powers conferred by this Law on the board of directors, the shareholders shall be liable and bound by the liability and duties of directors regarding the exercise of such powers, mutatis mutandis, taking into consideration their holdings in the company, their participation in the general meeting and the manner in which they voted.

Transfer of power among organs pursuant to articles of association

51. The board of directors may instruct the general manager how to act in a given matter; where the general manager has not fulfilled such instruction, the board of directors may exercise the power required to fulfill the instruction in his stead, even if there is no provision for such in the articles of association.

Assuming powers of general manager

52. (a) Where a board of directors is precluded from exercising its powers, and the exercise of one of its powers is essential for the proper management of the company, the general meeting may exercise it in place of the board of directors, even if there is no provision for such in the articles of association, for so long as the board of directors is so precluded, and provided that the general meeting has determined that the board of directors is indeed precluded from so acting and that the exercise of the power is essential; the provisions of section 50(b) shall apply to the exercise of the powers of the board of directors by the general meeting.

(b) Where the general manager is precluded from exercising his powers, the board of directors may exercise them in his place, even if there is no provision for such in the articles of association.

Organ that is precluded from fulfilling its role

 

Article C: Liability of Company for Acts of Organs

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