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Miss Sahara Kaplan, 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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CHAPTER TWO: MERGER OF COMPANIES AND COOPERATIVE SOCIETIES
Tax exemption
103B. (a) A sale of rights in a transferor company in connection with a merger,
and the transfer of a transferor company's assets or obligations to a
merged company in connection with a merger shall not be charged tax
under this Ordinance, under the Inflationary Adjustments Law or under
the Land Appreciation Tax Law.
(b) In every instance, in which a sale is not charged Land Appreciation Tax
by virtue of the provisions of subsection (a), that sale shall be charged
acquisition tax at the rate of 0.5% of its value.
Conditions for entitlement
103C. The benefits under this Chapter shall apply to a merger, if all the
following
conditions are met:
(1) (a) The companies propose to merge for a business and economic
purpose, the main objective of their merger being to make the
joint management and operation of their businesses possible;
(b) improper tax avoidance or tax reduction are not among the major
purposes of the merger;
(2) most of the assets transferred in the merger to the merged company
from each of the transferor companies and most of the assets in its
possession just before the merger were not sold during the required
period and during the said period they were used in a manner that
under the circumstances is customary in the conduct of the company's
business; for this purpose:
(a) "asset" – an asset defined in section 104, except for securities
that are traded on an Exchange and are not held by a controlling
member;
(b) "most of the assets" – assets, the market value of which on the
date of the merger was more than 50% of all the company's
assets on that date;
(c) for purposes of subparagraph (b), on application by the merging
companies all assets shall not include assets, the sale of which
the Director approved, or categories of assets designated by the
Director, all on conditions he prescribed, including the setting of a
higher percentage than the percentage stated in subparagraph
(b);
(d) for purposes of subparagraph (b), a replacement of assets to
which sections 96 or 27 have been applied, shall not be deemed
a sale of assets, on condition that in the determination of all
assets the new assets shall be treated like the replaced assets;
(e) "sale" – exclusive of involuntary sale;
(3) the main economic activity of each of the merging companies, as it was
just before the merger, is continued in the merged company during the
required period;
(4) in the course of the merger the merged company allotted shares with
equal rights to all shareholders in the transferor company according to
their proportional holdings of all rights in the transferor company, and
no additional consideration whatsoever was given in the course of the
merger – directly or indirectly – by the merged company or by any other
person;
(5) the rights held in the merged company after the merger by all the
holders of rights in each merging transferor company are in accordance 151
with the ratio of the market value – at the time of the merger – of the
company in which they were shareholders immediately before the
merger to the total market value – at the time of the merger – of all the
companies that participate in the merger; the Director shall prescribe
the necessary adjustments, if the merged company holds shares in a
transferor company;
(6) (a) the total of rights of all holders of rights in each of the merging
companies shall – during the required period – be at least 10% of
the market value of the rights in the merged company on the
merger date;
(b) the market value of every company that participates in the merger
shall not exceed four times the market value of any other merging
company, all on the date of merger;
(c) the Minister of Finance may, with approval by the Knesset
Finance Committee, designate categories of mergers, in which
restrictions different from those said in subparagraphs (a) and (b)
shall apply;
(7) the merged company is one of the following:
(a) an Israel resident incorporated in Israel under the Companies
Ordinance, the Companies Law or a cooperative society
incorporated in Israel under the Cooperative Societies Ordinance;
(b) a company approved by the Director for this purpose, which is a
foreign resident company or an Israel resident foreign company,
as defined in the Companies Ordinance or in the Companies
Law; an aforesaid approval may be conditional on the provision
of collateral and on other conditions, as the Director may
prescribe;
(8) (a) each of the holders of rights in the companies that participate in
the merger continues to hold – during the required period – all the
rights which he had in the merged company immediately after the
merger;
(b) holders of rights that are traded on an Exchange shall not be
included among holders of rights for the purposes of
subparagraph (a), unless they were controlling members on the
date of the merger; for this purpose: "controlling member" –
other than a benefit fund or a trust fund;
(9) notwithstanding the provisions of paragraph (8), if one of the events
specified in subparagraphs (a) to (c) occurs, that shall not be deemed a
change in rights after the date of the merger, on condition that the rights
of the persons who held rights in the merging companies do not
decrease – at any time during required period – to less than 51% of
each of the rights in the merged company;
(a) during the required period one or more holders of rights in the
merging companies voluntarily sold less than 10% of the rights
he held in the merged company immediately after the date of
merger or – if the other holders of rights agreed – a higher
percentage, on condition that the total of rights sold by all holders
of rights does not exceed 10% of the total of rights in the
company, before any allocation to persons who were not holders
of rights before the merger;
(b) new shares were allocated to persons who were not holders of
rights in the company before the allocation, to an extent of not
more than 25% of the share capital before the allocation;
(c) shares as defined in section 102 were offered to the public on a 152
Stock Exchange, on the basis of a prospectus in which it is stated
that the Exchange agreed to list the shares for trading;
(9a) notwithstanding the provisions of paragraph (8) and in addition to the
provisions of paragraph (9), it shall not be deemed a change in rights
after the merger, if one or more holders of rights in the companies that
participate in the merger –
(1) sells his rights involuntarily;
(2) sells all the rights he had in the merged company, including rights
held by persons that were his associated party, during the period
that begins one year after the merger date only against cash; the
conditions said in this section shall apply to the purchaser of the
rights, as if at the time of the merger he had been the holder of
rights in the company that participated in the merger; the Minister
of Finance may, with approval by the Knesset Finance
Committee, set additional conditions for this matter;
(10) repealed
(11) notwithstanding the provisions of this section, the Director may
prescribe rules, according to which the split of a merged company or
the transfer of assets by a merged company shall not be deemed a
violation of any of the conditions specified in this section.
Restriction on receipt of consideration in cash
103D.(a) Notwithstanding the provisions of section 103C(4), if a merger Order
prescribes that minority shareholders in a transferor company, who
opposed the merger Order in Court, be paid cash for their shares in the
transferor company and receive no rights in the merged company, that
shall not negate any of the benefits prescribed in this Chapter, provided
that the said benefits not apply to the minority shareholders who
received aforesaid payment and they shall be charged the taxes that
apply under any statute; for the purposes of this subsection:
"minority shareholders" – shareholders who together hold no more
than 25% of any right in the company, none of them being relatives of a
person who holds shares in the merged company after the merger;
"relative" – each of the following:
(1) a relative, as defined in section 88;
(2) a person who is a controlling member of a body of persons that
holds shares in the merged company;
(3) any person controlled by a shareholder in the merged company.
(b) The Director shall, in rules, prescribe adjustments that shall be made
for the purposes of section 103C(4) and (5), in respect of a merger in
which consideration was paid in cash, as said in this section.
Asset transferred in a merger
103E. (a) The original cost of an asset transferred to a merged company in a
merger, the balance of its original cost, the cost of its acquisition and
the date of its acquisition, each as the case may be, shall be – for
purposes of this Ordinance, of the Inflationary Adjustments Law and of
the Land Appreciation Tax Law – as they would have been in the
transferor company, if the asset had not been transferred; in respect of
an aforesaid asset that is stock, the amount set as final stock for
purposes of the transferor company's assessment for the tax year that
ends on the date of merger shall be deemed the cost of the stock.
(b) The transfer of an asset in a merger shall be deemed a sale for
purposes of the number of periods under section 21A of the Industry 153
Encouragement Law.
Capital gain from sale of shares
103F. If rights in the merged company and in the transferor company were not
listed
for trading on an Exchange on the day of the merger, then the following
provisions shall apply to the shares of the merged company, which were
allocated in the merger (hereafter: the new share):
(1) the original cost of the rights which the transferor had in the transferor
company (hereafter: the old share), adjusted at the rate of index
increase from the day of its acquisition to the date of the merger, less
any real loss if the share had been sold on the date of the merger, shall
be the original cost of the new share, on condition that it is not less than
the original cost of the old share (hereafter: the adjusted cost); the
differential between the original cost of the old share and the adjusted
cost is hereafter called the "adjustment differential"; for this purpose:
"real loss" – the amount by which the share's market value is lower
than its adjusted original cost;
(2) the adjustment differential, which is part of the original cost of sold
shares, shall be added to the consideration from the sale of the shares,
and it shall be deemed an additional inflationary amount;
(3) the date of merger shall be deemed the date of acquisition of the new
share; however, when a new share that was received against an old
share acquired before the determining date is sold, the day of
acquisition of the old share shall be taken to be the day of acquisition of
the new share for purposes of calculating the real capital gain until the
determining date;
(4) if the shareholder is a foreign resident on the date of merger, and if at
the sale of the share he requests that the exchange rate at which he
acquired the old share be deemed the index for calculating the adjusted
price, then the adjustment differential shall be exempt of tax;
(5) the Director shall make rules on the determination of profits available
for distribution, within their meaning in section 94B, which accrued in
the merged company or accrued in the transferor company up to the
date of the merger and which are to be taken into account in the
merged company.
Adjustments for shares traded on an Exchange and for associated companies
103G. (a) The Minister of Finance shall prescribe, by regulations with approval
by
the Knesset Finance Committee, adjustments required for the merger
of one or more companies, the shares of which are traded on an
Exchange on the date of the merger, or the shares of which were listed
for trading on an Exchange after the date of the merger, or the shares
of which were removed from the list of securities traded on an
Exchange on or after the date of merger.
(b) The Minister of Finance shall prescribe, by regulations with approval by
the Knesset Finance Committee, adjustments required for the merger
of companies, one of which holds rights in the other.
(c) Notwithstanding the provisions of section 101(b)(1), the provisions of
section 101 shall also apply to shares allocated by a merged company
by prospectus, as said in section 103C(4).
Setting off losses of transferor company and merged company
103H. (a) A loss said in section 28, which a transferor company or a merged
company suffered up to the date of merger and which can be carried 154
forward to subsequent years, may be set off against the merged
company's income, beginning with the tax year after the merger, but in
each aforesaid tax year it shall be allowed set off an amount no greater
than 20% of all losses of transferor companies and of the merged
company, or no greater than 50% of the merged company's chargeable
income in that tax year before the set off of losses from preceding
years, whichever is the smaller amount.
(b) A loss said in section 92, which a transferor company or a merged
company suffered up to the date of the merger and which can be
carried forward to subsequent years, may be set off against the merged
company's capital gain beginning with the date of merger, but in each
tax year it shall be allowed to set off an amount no greater than 20% of
all the capital losses of the transferor companies and of the merged
company, or no greater than 50% of the merged company's capital
gain, whichever is the smaller amount; a period of five years after the
day of merger shall not be taken into account for the restriction set in
section 92 for the set off of an aforesaid loss.
(c) (1) Notwithstanding the provisions of subsection (a), a loss said
there, which cannot be set off in that year because of the
limitation of 50% of the chargeable income, shall be set off in the
following years, one after the other, on condition that no loss said
in this paragraph is set off which, together with the loss said in
subsection (a), exceeds 50% of the company's income before the
set off of losses from preceding years.
(2) Notwithstanding the provisions of subsection (b), a loss said
there, which cannot be set off in that year because of the
limitation of 50% of capital gain, shall be set off in the following
years, one after the other, on condition that no loss said in this
paragraph be set off which, together with the loss said in
subsection (b), exceeds 50% of the company's capital gain
before the set off of losses from preceding years.
(d) A loss or capital loss said in subsections (a) to (c), which could not be
set off until the end of the fifth year after the merger date, may be set
off beginning with the sixth year, subject to the provisions of sections 28
and 92, as the case may be.
(e) Notwithstanding the provisions of subsection (b), a capital loss incurred
by one of the merging companies before the merger may be set off in
full against a capital gain or land appreciation of the merged company,
which stems from the sale of an asset that belonged to the said
company just before the merger, or which the merged company owned
before the date of merger, as the case may be; the provisions of
subsections (c) and (d) shall apply to a balance of loss which cannot be
set off under this subsection.
(f) Notwithstanding the provisions of subsection (a), a loss incurred by one
of the merging companies from the rental of a building before the
merger may be set off under section 28(h).
(g) The Director may prescribe, during the four year period said under
section 103J(b), that a loss or a capital loss to which the provisions of
this section apply cannot be set off in the merged company, or that only
part of it may be set off, if he is satisfied that the merger will result in an
improper reduction of tax because of the set off of the said loss; the
Director's decision may be appealed, and for this purpose it shall be
treated as if benefits had been denied, as said in section 103J(g);
however, if the merging companies requested the Director's advance 155
certification under section 103I, then the Director must inform them of
his decision under this paragraph together with the notification under
section 103I(e).
(h) In this section :
"capital gain" – includes land appreciation;
"chargeable income" – before the set off of losses, but without income
against which a loss has been set off under section 92.
Advance certification of a merger plan by the Director
103I. (a) If a merger proposal was submitted to the Companies Registrar in
accordance with Chapter One of Part Eight of the Companies Law, or if
an application was submitted to the Court for a merger Order or for
Court approval of a merger, then application may be made to the
Director for certification that the plan complies with the conditions
specified in section 103C, on condition that the application to the
Director is submitted before the merger date.
(b) An applicant for certification under this section shall pay an application
fee in an amount to be set by the Minister of Finance in regulations, and
the Minister may prescribe that the fee be proportional to the assets of
the merging companies or to their inflation adjusted capital, or
according to some other calculation.
(c) The application shall include all the substantive particulars and facts on
the expected merger, and attached to it shall be documents,
certifications, opinions, affidavits, valuations, the merger contract or its
final draft, the merger application submitted to the Court, and every
other substantive particular, all as the Director shall prescribe in rules;
the Director may require any additional particular, which he deems
necessary for his decision on the application.
(d) The Director may certify that particulars of a merger plan meet the
conditions specified in section 103C, or that they will meet them if
certain conditions are met or certain steps to be prescribed by the
Director are taken, and he may also make the said certification subject
to conditions that he will prescribe.
(e) The Director shall inform the companies of his decision and of his
reasons within 90 days after the day on which he received the
application and all the documents said in subregulation (c), but he may
extend the said period – for reasons that shall be recorded – to up to
180 days, and – with the Finance Minister's approval – for an additional
period, on condition that he informed the companies of the extension
before the end of the original period.
(f) The Director's decision under subsection (e) is not subject to appeal.
(g) If the Director did not respond to the application within the period set
under subsection (e), that shall be deemed prima facie certification that
the merger meets the conditions specified in section 103C.
(h) (1) If the Director certified that the particulars of a merger plan meet
the conditions specified in section 103C, then he cannot withdraw
that certification, unless it is shown that particulars delivered to
him are substantively incorrect or incomplete, or if it is shown that
substantive particulars specified as aforesaid were not
implemented or that substantive conditions set by the Director, as
said in subsection (d), were not complied with.
(2) The Director's decision to withdraw his certification may be
appealed,, as if it were an Order under section 152(b).
(i) When the Director has given certification, as said in subsection (d), 156
then the benefits specified in this Chapter shall apply, beginning with
the day of merger and as long as the particulars of the merger plan, as
submitted to the Director, and the conditions set in section 103C are
complied with.
Benefits – their grant and withdrawal
103J. (a) If benefits under this Chapter were given in a certain year, and if
thereafter it is shown that one of the conditions specified in section
103C was not met on time, then the Assessing Officer shall so inform
the parties to the merger; when that notification has been made, the
benefits shall be canceled retroactively from the day on which they
were given, and the parties to the merger and their shareholders shall
be charged the taxes and obligatory payments, from which they had
been exempted, with the addition of linkage differentials and interest
from the day of the merger until the day of payment; the Director shall
make rules for purposes of this subsection, in order to prevent double
taxation.
(b) (1) A notification said in subsection (a), as well as demands for
reports from the parties to the merger or their shareholders
(hereafter: merger reports), shall be issued within four years after
the end of the tax year in which the Assessing Officer received a
report under section 131, the subject of which is the tax year in
respect of which the Assessing Officer argues that an aforesaid
condition was not complied with; when a said notice has been
given, the Assessing Officer shall draw up – not later than two
years after the tax year in which the merger report was submitted,
or within one additional year, if the Director concurred – amended
assessments for the parties to the merger and their shareholders.
(2) For the purposes of contestation and appeal, an assessment
under this subsection shall be treated like an assessment under
section 145.
(c) Taxes, fees and other obligatory payments, which a transferor company
owes under a tax law, within its meaning in the Taxes Set-Off Law
5740-1980 (hereafter in this section: tax law) in respect of tax years
before the merger, and – if benefits were withdrawn under subsection
(a) – also aforesaid payments in respect of tax years after the date of
merger, may be collected from any of the following:
(1) the merged company;
(2) a person who was a controlling member in the transferor
company immediately before the merger and received shares in
the merged company as part of the merger; however, it shall not
be permissible to collect from him an amount that exceeds the
proportional part of those payments according to his share in the
transferor company immediately before the merger, as it was
determined for purposes of section 103C(4).
(d) If any amount could have been charged against a person or could have
been collected from him under a tax law, if not for the merger, then the
person responsible for the implementation of that Law may charge that
person or collect from him even after the merger.
(e) Notwithstanding the provisions of subsection (b), if benefits under this
Part were granted in any tax year, and if one of the conditions set in
section 103C is not complied with in a later tax year in which the date
for compliance with that condition occurs, then the Director may
determine that benefits not be denied in respect of all or some of the 157
merging companies or in respect of a certain shareholder, if he is
satisfied that noncompliance was caused by the unilateral action of a
minority of shareholders, without the knowledge and beyond the control
of the majority of shareholders, or that the noncompliance was caused
without the knowledge or beyond the control of the shareholders.
(f) The Minister of Finance may determine, in regulations with approval by
the Knesset Finance Committee, that there shall be different results for
different shareholders, in line with the degree of their responsibility for
noncompliance with a condition, because of which benefits were
canceled.
(g) A decision under this section to cancel benefits may be appealed as
part of an appeal against an assessment for a tax year, and if no
assessment was made for that tax year within a year after delivery of
the notification said in subsection (b) (hereafter: day of notification),
then it may be appealed separately within 30 days after the day of
notification, as if it had been an Order under section 152(b).
Application of the Inflationary Adjustments Law
103K. (a) Those terms in this section, which are not explicitly defined in this
Ordinance, shall be interpreted within their meaning in the Inflationary
Adjustments Law and in the Taxation under Inflationary Conditions
Law, as the case may be.
(b) If an asset was a protected asset or a fixed asset, as the case may be,
and if it was transferred to the merged company in the merger, then it
shall be deemed to be such since the day which would have applied for
that purpose, had the asset remained with the transferor company and
not been transferred to the merged company.
(c) Repealed
(d) For purposes of calculating capital adjustments – as said in section 3 of
Schedule One of the Inflationary Adjustments Law – in a merged
company, entries in the books of a transferor company or in returns
submitted by it for the period up to the date of merger shall be treated
like entries in the books of the merged company or returns submitted by
it.
(e) The provisions of section 103H shall apply to the balance of inflationary
deduction of a merged company or of transferor companies, which
stems from the period up to the date of merger; however, the
restrictions said in section 103H shall not apply to the balance of an
aforesaid deduction, which was not allowed to be deducted because of
the ceiling set in section 7(b) of the Inflationary Adjustments Law, or
because of the provisions of section 7(e) of the Inflationary Adjustments
Law; for purposes of this subsection: "chargeable income" – as
defined in section 7 of the Inflationary Adjustments Law.
(f) The Minister of Finance may, in regulations with approval by the
Knesset Finance Committee, prescribe additional adjustments that are
necessary for purposes of the Inflationary Adjustments Law, of Chapter
Seven "C" of the Investment Encouragement Law, and in respect of
persons who keep their books in foreign currency.
Change of an asset's purpose
103L. (a) If the purpose of an asset was changed when it was transferred from a
transferor company to a merged company, then the exemption said in
section 103B shall not apply to the transfer of that asset, and the
provisions of sections 85 or 100 of this Ordinance or of section 5(b) of 158
the Land Appreciation Tax Law shall apply, as the case may be, as if
the asset had originally been bought by the merged company.
(b) If the purpose of an asset transferred in a merger is changed within two
years after the merger, and if the amount of tax payable because of the
sale of the said asset is smaller than the total amount of tax, which
would have had to be paid at the time of the merger and at the time of
its sale if the purpose had been changed at the time of the merger, then
the purpose shall be deemed to have been changed at the time of the
merger, and the tax due therefor shall be paid with the addition of
linkage differentials and interest from the day of the merger until the
date of actual payment.
Real estate association
103M. The benefits prescribed by this Part shall not apply to a merger, to which
a
real estate association is party; however, the Director may approve the
application of this Part to a merger between companies all or some of which
are real estate associations, and all that with the adjustments and on the
conditions he may prescribe; for this purpose:
"parent company" – a company that holds all the rights in another company;
"subsidiary" – a company all the rights in which are held by another
company;
"sister company" – a company, in which the holders of rights are identical
with the holders of rights in another company, the share of each holder of
rights being identical with his share in the other company.
Tax advances of merged company
103N. (a) The tax advances, which a merged company must pay for the tax year
that begins on the date of the merger, shall be calculated on the basis
of the advances – with adjustments as the Director shall prescribe –
which the transferor company and the merged company would have
had to pay for that year, if not for the merger.
(b) If the date of the merger is the end of the tax year before the year in
which the merger Order was issued, or if the merger date was at the
end of the tax year before the date on which the merger became an
approved merger, then the advances shall be calculated in accordance
with the provisions of subsection (a), beginning with the day on which
the merger Order was made or on the day on which the merger became
an approved merger, as the case may be, and until the end of the tax
year after that year.
Assets transferred in a merger
103O. The Director shall make rules about assets transferred in a merger, and he
may prescribe that the statute which applied just before the merger in respect
of depreciation, amortization and deduction and the provisions of the
Inflationary Adjustments Law continue to apply to them also after the date of
the merger, or that they apply with adjustments and changes as he shall
prescribe.
Employee transferred to merged company
103P. (a) The exemption set in section 9(7a) shall not apply to an employee of a
transferor company, who in consequence of the companies' merger is
transferred to be an employee of the merged company, and his transfer
shall not be deemed retirement for purposes of the said section;
however, the period of the employee's employment in the transferor 159
company shall be taken into account in the calculation of his exemption
under the said section when he retires from the merged company.
(b) The Director shall, by rules, prescribe adjustments for purposes of
section 102 in connection with the merged company, the transferor
company and the employees, and he may prescribe aforesaid
adjustments for any other matter said in section 102.
Power to deny benefits under certain circumstances
103Q. The Minister of Finance may, in regulations with approval by the Knesset
Finance Committee, prescribe circumstances under which the benefits
prescribed in this Chapter shall not be allowed, provided that determination
does not deny benefits in respect of a merger, for which the merger Order or
the Director's certification under section 103I were given before the said
regulations were published.
Regulations on certain particulars
103R The Minister of Finance may, in regulations with the consent of the
Minister of
Justice, prescribe particulars that must be included in the merger contract and
in the memorandum and by-laws of the merged company, as a condition for
the receipt of the benefits prescribed in this Chapter.
Returns
103S. (a) The merging companies and the holders of rights in them shall deliver
to the Assessing Officer – within 30 days after the merger Order was
given after the date on which the merger became an approved merger
or after the merger date, as the case may be, whichever was the latest,
or within 60 days if the Assessing Officer so agreed in advance – a
return that includes all the particulars and facts that directly or indirectly
relate to the merger, and also the merger Order or the Court's decision
on the merger approved by it, the merger contract, certifications,
opinions, declarations, financial reports, a report on the purpose of
assets transferred in the merger, particulars of the valuations prepared
in preparation for and during the merger, and every other report or
particular prescribed by the Minister of Finance in regulations.
(b) Whoever is under obligation to submit a report under this section, but
failed to do so, shall be treated like a person who failed to submit a
return under section 131.
(c) For purposes of this section: "holders of rights" – other than holders of
rights that are listed for trading on an Exchange, who are not controlling
members.
Merger by means of an exchange of shares
103T. (a) For the purposes of this section, "merger by means of an exchange
of shares" – a merger as defined in paragraph (2) of the definition of
"merger" in section 103.
(b) A merger by means of an exchange of shares shall not be charged tax
under this Ordinance, under the Real Estate Taxation Law or under the
Inflationary Adjustments Law, if it complies with all the conditions
specified in section 103C, mutatis mutandis, and with the conditions
specified below:
(1) immediately after the merger and during the required period the
merged company holds all the rights in the transferee company,
which it held on the merger date;
(2) an application was submitted to the Director for certification that 160
the plan meets the conditions specified in this section – on
condition that the application was submitted at least 60 days
before the merger date – and the Director so certified; if the
Director decided that the merger does not meet the conditions
specified in this section, then his decision may be appealed, as if
it had been an Order under section 152(b).
(c) If any of the events specified in paragraphs (a) to (c) of section 103C(9)
occurred, then that shall not be deemed a change of rights after the
merger, provided that the rights of the persons who immediately before
the merger held rights in the companies that participated in the merger
did not – at any time during the required period – drop to less than 51%
of each of the rights in the merged company, and the rights of the
merged company also did not drop to less than 51% of each of the
rights in the transferee company.
(d) The Minister of Finance may make rules, with approval by the Knesset
Finance Committee, in respect of losses that may be set off in a
merged company and in a transferee company;
(e) The provisions under sections 103B(b), 103E, 103F, 103G, 103I, 103J,
103Q, 103R and 103S shall apply to a merger by means of an
exchange of shares, mutatis mutandis as the case may be, as long as
in this section does not prescribed differently, and provided that – for
the purposes of section 103E – the rights in the transferee company
shall be treated as the transferred assets.
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Miss Sahara Kaplan, 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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