Israel Company Law 1999

Chapter 3: Financial Reports

171. (a) A public company shall keep accounts, and shall also prepare financial reports pursuant to the Securities Law.

(b) A private company shall keep accounts, and shall also prepare financial reports as provided in this Law.

(c) The financial reports shall be approved by the board of directors and signed in its name.

Financial reports

172. (a) A private company shall prepare financial reports for each year, which shall include a balance sheet as of 31 December (hereinafter “the determining date”) as well as a profit and loss account for the period of a year ending on that date, and other financial reports, in accordance with the requirements of accepted accounting rules (in this Chapter “the reports”); the auditor shall audit the reports.

(b) A private company may prescribe in its articles of association that, notwithstanding the provisions of subsection (a), the reports will be for a year that does not end on the determining date, but rather on some other date to be laid down in the articles of association (hereinafter “the special date”).

(c) The reports of a private company shall be prepared within six months of the determining date or of the special date, as the case may be, or within such other period as may be laid down in the articles of association, provided that such period does not exceed nine months.

(d) The reports shall be prepared in accordance with accepted accounting rules, and shall properly reflect what they are meant to reflect, in accordance with such rules.

(e) The Minister may prescribe provisions relating to the identity and number of signatories to the reports; so long as no such provision has been prescribed, the reports will be signed by at least one director.

(f) The Minister may prescribe details that are to be included in the reports; where the Minister has prescribed such details, they shall apply despite the provisions of accepted accounting rules.

(g) An inactive company, as referred to in section 158, may make a resolution in general meeting to the effect that it is not required to prepare reports under this Chapter.

Preparation of financial reports in a private company

173. (a) The board of directors of a private company shall present the reports approved by it to the annual meeting and, in a company in which the provisions of section 61 apply, shall send the reports to the shareholders.

(b) The board of directors of a private company shall present a report to the annual meeting containing its explanations regarding the events and changes that have taken place in the state of affairs of the company that have influenced the reports, in such detail as it sees fit.

(c) The reports shall be kept at the registered office of the company for at least seven years from the date on which they were prepared, for the inspection of the directors and shareholders of the company.

(d) A shareholder in a private company may receive a copy of the reports and of the opinion of the auditor in respect of them.

(e) Copies of the reports in a private company shall be sent to all persons entitled to receive notice of general meetings, no later than fourteen days before the date on which the general meeting is to be held, unless otherwise provided in the articles of association.

Presentation of reports to shareholders

174. The board of directors shall declare in the annual report, as provided in section 141, that it has fulfilled the provisions of section 173(a).

Declaration by board of directors

175. (a) A private company shall attach the balance sheet contained in the reports to its annual report, if at least one of the following conditions applies:

(1) the articles of association of the company do not limit the right to transfer shares in it;

(2) the articles of association of the company do not prohibit an offer to the public of shares or debentures;

(3) the articles of association of the company do not limit the number of shareholders in the company to fifty other than employees of the company or persons who were employees of the company and who, whilst being employees of the company or even after ceasing to be employees of the company, continue to hold shares in the company; for the purposes of this paragraph, two or more persons who jointly hold a share or shares in a company shall be considered as one shareholder.

(b) The Minister may determine that the provisions of subsection (a) shall not apply in general or to classes of private companies.

Obligation to submit balance sheets