Israel Company Law 1999

Article D: Transfer of Securities

293. Every security shall be presumed to be transferable, in accordance with the provisions of this Law.

Transferability

294. A company may lay down provisions in its articles of association limiting the transferability of shares, under conditions prescribed in the articles of association.

Limitation on transferability

295. A part of a share may not be transferred, but a single share may have several joint owners, each of which may transfer his or her rights, unless such right is restricted in the articles of association.

Joint owners

296. (a) A bearer security is a security the full consideration for which has been paid to the company, and in respect of which a warrant to that effect that has been issued.

(b) Holding a warrant shall be prima facie evidence of ownership thereof.

Bearer securities

297. A bearer security is a negotiable instrument, the transfer of which is effected by delivery of the warrant to the transferee.

Negotiability

298. The provisions of section 34 of the Sale Law, shall apply to a person purchasing a security in the course of trade on a stock exchange, and such person shall be considered to be a purchaser from one who deals in the sale of assets of that kind and the sale shall be considered to have taken place in the ordinary course of business of such person.

Purchase on stock exchange

299. A company shall alter the registration of ownership of shares in the register of shareholders as provided in section 130(a)(1), in each of the following circumstances:

(1) a deed of transfer of the share was delivered to the company signed by the transferor and the transferee, and any requirements of the articles of association have been complied with;

(2) a court order requiring the amendment of the register was delivered to the company;

(3) it has been proven to the company that the legal conditions for assigning the right have been fulfilled;

(4) any other condition, sufficient, under the terms of the articles of association in its articles of association for registration of an alteration in the register of shareholders has been fulfilled.

Alteration in registration

300. (a) A private company may provide in its articles of association that a person entitled to by law to shares in the company, including an executor of a will, administrator of an estate, liquidator or trustee in bankruptcy, shall be required to offer for sale the shares to which such person is entitled to the company or the other shareholders, in consideration for their fair value, as agreed between the parties, and in the absence of such agreement, as a court may determine on the application of the company, or on the application of the other shareholders, all the above being subject to the provisions of the articles of association and to the provisions of this Law.

(b) Where the fair value of the shares has not been agreed upon and where no application has been submitted to the court, the shares shall be registered in the name of the person entitled to them, at the end of ninety days following the date of offer made by the person entitled to the shares.

Forced sale

Chapter 2: Preservation and Distribution of Company Capital >>