Associations Law, 5740-1980
חוק העמותות, תש"ם-1980
Published: 1980-08-12Consolidated Hebrew text as of 2026-03-12 · Last amended 2024-09-15✓ Amendment status checked against the Knesset legislation record on 2026-09-29
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Chapter IV-A: Prohibited Distribution
Prohibited Distribution in an Association§
34c.
(a)An association is not permitted to make a distribution of profits to its members, directly or indirectly, including to the founder of the association, and any distribution of profits made by it shall be deemed, for the purposes of this Chapter, a prohibited distribution.
(b)Where an association has made a prohibited distribution, a member of the association shall be required to return to the association that which he received, unless he did not know and was not required to know that the distribution made was prohibited.
(c)The provisions of this section shall not apply to a gift of small and reasonable value given in accordance with what is customary in the circumstances of the matter, nor shall they apply to a benefit received by a member of an association from the association as one of the public entitled to benefit from the services of the association in accordance with its purposes.
Liability of Committee Members for Prohibited Distribution§
34d.
Where a prohibited distribution has been made in an association, every person who was a member of the committee at the time of the distribution shall be deemed to have thereby breached his duties towards the association, unless he proved one of the following:
(1)that he opposed the prohibited distribution and took all reasonable measures to prevent it;
(2)that in the circumstances of the matter, he did not know and was not required to know of the prohibited distribution.
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Contact Us →Chapter IV-B: Merger
Definitions§
34e.
In this Chapter —
"public benefit company", "merger", "relative", "Registrar of Endowments", "Registrar of Companies", "control", "floating charge" — as defined in the Companies Law;
"Companies Law" — Companies Law, 5759-1999;
"Registrar of Pledges" — as its meaning in the Pledge Law, 5727-1967;
"target corporation" — a public benefit company or an association, one or more, that is to merge with an absorbing corporation in a manner that will bring about the dissolution of the company or association;
"merging corporation" — a target corporation and an absorbing corporation;
"absorbing corporation" — a public benefit company or an association to which all the assets and liabilities of the target corporation pass in the merger;
"related corporation" — a merging corporation in which the corporation itself, or its general manager, a director or a committee member therein, as the case may be, 25% of its members or shareholders holding 25% of the voting rights therein, or a relative of any of them, is also a general manager, director, committee member, member or shareholder in the other corporation with which the corporation seeks to merge, all including through corporations controlled by any of those listed in this definition.
Court Approval for a Merger§
34f.
(a)An association may merge only with another association or with a public benefit company, provided that, in addition to the approvals required for a merger under this Law or under the Companies Law, the merger has received the approval of the District Court.
(b)The court shall not approve a merger as referred to in this section unless it is satisfied that in the circumstances of the matter it is just and proper to do so, having regard to the purposes of the merging corporations and their activities prior to the merger, as the case may be, and subject to such conditions and arrangements as it shall prescribe.
(c)The court shall consider, inter alia, before granting approval for the merger, the fact of the merging corporations being related corporations and the connection between them, as well as the compliance of the merging corporations with the provisions of the law.
(d)The court shall decide on an application for approval of a merger as referred to in this section after it has given the Registrar of Endowments or the Registrar of Associations, as the case may be, an opportunity to express its position, including regarding the compliance with the requirements of the law by any of the merging corporations prior to the merger.
(e)Where the provisions of section 345l of the Companies Law apply to the merger, the approval of the court for the merger under this section shall be deemed to be the approval of the court also for the purposes of that section, provided that the remaining provisions of that section and the provisions of subsection (c) have been complied with.
Application of the Provisions of the Companies Law to a Merger under this Chapter§
34g.
Without derogating from the provisions under this Law, a merger between associations or a merger between an association and a public benefit company, as referred to in this Chapter, shall be subject to the provisions under the Companies Law relating to mergers, with the necessary modifications and with the following modifications:
(1)the merger requires the approval of the committee or the board of directors, as the case may be, and of the general meeting, in each of the merging corporations, and in a merger between related corporations — also the approval of the audit committee or the auditing body, in each of them;
(2)in addition to the provisions of section 315 of the Companies Law, the committee or the board of directors of a merging corporation, as the case may be, shall consider, before approving the merger, also the purposes of the target corporation as against the purposes of the absorbing corporation, the assets accumulated for the purposes of the merging corporation and the commitments undertaken by the merging corporation in that regard, including towards its donors;
(3)the merger proposal as its meaning in section 316 of the Companies Law shall include, inter alia —
(a)particulars regarding the members or shareholders in the absorbing corporation after the merger, specifying the members or shareholders in the target corporation who will be members or shareholders in the absorbing corporation, as the case may be, if any;
(b)particulars regarding the members of the committee or the board of directors in the absorbing corporation after the merger, specifying the committee members or directors in the target corporation, as the case may be, who will, subject to the provisions of any law, be committee members or directors in the absorbing corporation, if any;
(c)insofar as required, the arrangements required for the fulfilment of the commitments of the target corporation, including inter alia regarding assets it has accumulated for its purposes prior to the merger, including towards its donors;
(d)subject to the provisions of any law, requested changes to the purposes of the absorbing corporation by reason of the merger;
(4)before the decision of the general meeting of each of the merging corporations is taken, the committee or the board of directors of the merging corporation, as the case may be, shall present to it all of the following:
(a)the merger proposal, as referred to in paragraph (3);
(b)a detailed account of the assets accumulated by the merging corporation for its purposes prior to the merger and the commitments it has undertaken in that regard, including towards its donors;
(c)the fact of the merging corporations being related corporations, specifying the connection between them;
(d)regarding the general meeting of the target corporation — the purposes of the absorbing corporation;
(5)the approval of the general meeting for the merger in each of the merging corporations requires the consent of 75% of those present and participating in the vote, excluding abstentions, unless a different majority is prescribed in the articles of the merging corporation for this purpose; the general meeting shall consider, before granting approval, the considerations detailed in paragraphs (2) and (4), with the necessary modifications; the Minister of Justice, with the approval of the Constitution, Law and Justice Committee of the Knesset, may prescribe additional provisions regarding a general meeting for the approval of a merger as aforesaid, including regarding its convening;
(6)a merging corporation that is an association shall deliver documents or notices as referred to in sections 317 and 322 of the Companies Law to the Registrar of Associations; a merging corporation that is a public benefit company shall deliver documents or notices as aforesaid to the Registrar of Endowments;
(7)in addition to notices under section 318 of the Companies Law, a merging corporation shall publish a notice in a newspaper to its donors in accordance with the provisions under section 318(b);
(8)sections 320 and 321 of the Companies Law shall not apply;
(9)where the target corporation is a public benefit company on whose assets a floating charge has been imposed, that company shall not be permitted to merge into an absorbing corporation that is an association without the consent of the secured creditor for whose benefit the floating charge was imposed.
Consequences of the Merger§
34h.
Upon receipt by the Registrar of Endowments or the Registrar of Associations, as the case may be, of a final decision of the court approving the merger, the merger shall be carried out as follows:
(1)all the assets and obligations of the target corporation, including contingent, future, known and unknown obligations, shall be transferred and conveyed to the absorbing corporation;
(2)the absorbing corporation shall be deemed to be the target corporation in every legal proceeding, including in enforcement proceedings;
(3)in a merger between associations, the Registrar of Pledges shall transfer the pledges registered with him over the assets of the target corporation to the absorbing corporation; in a merger between an association and a public benefit company where the target corporation is an association, the Registrar of Pledges shall transfer the pledges registered with him in the name of the association for registration by the Registrar of Companies in the charges register of the company; in a merger between a public benefit company and an association where the target corporation is a company, the Registrar of Companies shall transfer the charges register of the company for registration as a pledge over the assets of the association by the Registrar of Pledges; the Minister of Justice may, with the approval of the Constitution, Law and Justice Committee of the Knesset, prescribe provisions regarding the execution of the transfer of the charges and pledges as aforesaid, including the documents that the merging corporation shall be required to submit for that purpose;
(4)the target corporation shall be dissolved and the Registrar of Associations or the Registrar of Companies, as the case may be, shall delete it from their registers;
(5)the Registrar of Associations, if the absorbing corporation is an association, or the Registrar of Companies, if the absorbing corporation is a public benefit company, shall issue to the absorbing corporation a certificate attesting to the execution of the merger and shall record the merger in its registers.
Regulations for the Purposes of Chapter IV-B§
34i.
The Minister of Justice, with the approval of the Constitution, Law and Justice Committee of the Knesset, may prescribe provisions for the execution of a merger under this Chapter, including regarding the particulars to be included in a merger proposal, regarding the provision of information to creditors, to donors or to a category thereof, and regarding the registration of transactions arising from the merger; as long as the Minister of Justice has not prescribed provisions as aforesaid, the provisions prescribed in that regard under the Companies Law shall apply, with the necessary modifications and subject to the provisions of this Chapter.
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Contact Us →Chapter V: Accounting, Submission of Documents and Inspection
Account Books§
35.
(a)An association is required to keep account books that fully and faithfully reflect its transactions and financial position and that shall include at least the particulars appearing in the Second Schedule, as the case may be.
(b)Every member of the committee, of the audit committee or of the auditing body, as well as an auditor appointed to the association, may at any time inspect the account books of the association and the documents relating to what is recorded therein and to receive from every member of the committee and every employee of the association any document in their possession and any information required, in his opinion, for the performance of his duties.
Financial Report§
36.
(a)The committee shall prepare annually a balance sheet and a report of the income and expenditure of the association (hereinafter — financial report) for each tax year, which shall include full particulars in accordance with the list appearing in the Second Schedule; the financial report shall be submitted to the audit committee or to the auditing body not less than two weeks before the date of the general meeting or at an earlier date prescribed therefor in the articles, and shall be brought before the general meeting for its approval.
(b)The committee shall attach to the financial report a notice containing full and accurate particulars of all payments made by the association or which it has undertaken to make, in the year to which the financial report relates, to each of the five highest-paid recipients in the association, including particulars regarding retirement terms; all this, whether the payments or undertakings to make payments as aforesaid were given to the recipients of remuneration as aforesaid or were given to another on their behalf or by reason of their employment;
for the purposes of this section, "payments" — sums of money and anything that is the equivalent of money, loans, securities or other rights and any other benefit.
(c)The financial report shall be drawn up in accordance with generally accepted accounting and reporting rules appropriate to the position and circumstances of the association, and shall give adequate expression to the data contained in the account books kept as referred to in section 35(a).
(d)The original financial report or its duly certified copy shall be submitted to the Registrar no later than 30 June in the year following the end of the reporting period, signed by two members of the committee, and the Registrar may extend the time for their submission.
Donation from a Foreign Political Entity§
36a.
(a)In this section —
"foreign political entity" — any of the following:
(1)a foreign state, including —
(a)a union, organisation or league of foreign states (in this section — union of foreign states);
(b)an organ, authority or representation of a foreign state or of a union of foreign states;
(c)a local or regional authority, a governmental authority of a foreign state or of a state that is a member of a league of states in a foreign state (in this section — foreign body);
(d)a union, organisation or league of foreign bodies;
(2)the Palestinian Authority, as its meaning in the Law for the Extension of the Validity of Emergency Regulations (Judea and Samaria — Jurisdiction in Offences and Legal Assistance), 5728-1967;
(3)a corporation established by legislation of one of the bodies listed in paragraphs (1) or (2), or in which such a body holds more than half of a certain type of means of control in the corporation or which it has appointed to act on its behalf; for this purpose, "means of control", "holding" — as their meaning in the Securities Law, 5728-1968;
(4)a foreign company whose turnover in the last financial year for which it was required to submit a financial report was derived for the most part from bodies listed in paragraphs (1) to (3);
"donation" — excluding a tax concession, whether full or partial, granted outside Israel.
(b)
(1)An association whose turnover exceeds NIS 300,000 shall indicate in the financial report under section 36 whether or not it received, in the year to which the financial report relates, donations from foreign political entities whose cumulative value exceeds NIS 20,000; in this paragraph, "turnover" — as defined in the Second Schedule;
(2)Where the association has received donations as referred to in paragraph (1), the following shall be indicated in the financial report, in respect of each donation from a foreign political entity:
(a)the identity of the donor;
(b)the amount of the donation;
(c)the purpose or designation of the donation;
(d)the conditions of the donation, including the undertakings given by the association in connection with the donation, whether orally or in writing, directly or indirectly, if any;
(3)The association is required to do all within its power to ascertain whether the donation came from a foreign political entity, and the duty of reporting as referred to in this section shall apply if it knew or was required to know that the donation was from a foreign political entity as aforesaid.
(c)The association shall publish on its website the information referred to in subsection (b); where the association has notified the Registrar that it has no website, the Registrar shall publish the information as aforesaid on the website of the Ministry of Justice.
Audit by an Auditor§
37.
(a)A financial report of an association that is required to appoint an auditor pursuant to section 19(c) shall be submitted to the general meeting when it has been audited by the auditor.
(b)The Registrar may, at the request of the audit committee, or of one-tenth of all the members of the association, and also on his own initiative, direct that the financial report of an association that is not required to appoint an auditor pursuant to section 19(c) shall be submitted to the general meeting when it has been audited by an auditor to be appointed by the committee with the approval of the Registrar.
(c)The auditor shall participate in every general meeting of the association at which accounts that he has audited or on which he has submitted a report are to be presented, and shall provide any notice or explanation that seems appropriate to him in respect of those accounts.
(d)Where the Registrar has acted pursuant to subsection (b), he may, if he sees fit to do so, direct that the general meeting be postponed to a date that he shall prescribe.
Verbal Report§
37a.
(a)The committee shall prepare annually a report that shall include particulars on matters to be prescribed by the Minister of Justice, with the approval of the Constitution, Law and Justice Committee of the Knesset (hereinafter — verbal report).
(b)The verbal report of an association shall be submitted together with its financial report.
(c)The provisions of sections 30, 36(a) in fine and (d), 38a and 39, as they apply in respect of a financial report, shall apply, with the necessary modifications, in respect of a verbal report.
Submission of Documents to the Registrar§
38.
(a)An association is required to submit to the Registrar online the following documents or reports, signed by two members of the committee:
(1)a notice of a change in the address or digital address of the association, of the election or appointment of a member of the committee, of the audit committee or of the auditing body, or of the expiry of their tenure and of the appointment of an auditor;
(2)the minutes of the decision of the general meeting to amend its articles, name and purposes under section 11, or the decision of the general meeting or the committee regarding those authorised to sign on behalf of the association;
(3)the minutes of the decision of the general meeting to approve the financial report brought before it — together with the financial report and the recommendation of the audit committee or the auditing body, and if an auditor has been appointed, his opinion on the financial report shall be attached;
(4)a notice of the filing of a claim against the association or against a member of the committee in his capacity as a member of the committee; the notice shall specify the names of the parties, the court to which the claim was submitted, the cause of action and the case number;
(5)the minutes of the decision of the general meeting on voluntary winding up and on the appointment of a liquidator under section 43(a);
(6)the financial report as referred to in section 36(d);
(6a)the verbal report as referred to in section 37a;
(7)other documents prescribed by the Minister of the Interior in Regulations.
(a1)Notwithstanding the provisions of subsection (a), the Registrar may permit the submission of reports and documents under subsection (a) other than online, if circumstances justifying this have arisen.
(b)
(1)the documents listed in paragraphs (1) to (5) shall be submitted within two weeks from the date of the decision or the date of the event;
(2)a decision as referred to in paragraph (5) shall be registered by the Registrar;
(3)a financial report and a verbal report shall be submitted at the time prescribed in section 36(d).
Clarification of Particulars in the Financial Report§
38a.
(a)An association is required to furnish to the Registrar, upon his demand and within a period that he shall prescribe, any additional document or information that he sees fit to demand, for the clarification of particulars that were indicated or that should have been indicated in the financial report submitted to him under section 38(a)(6).
(b)The Registrar may require that an amended financial report be submitted to him in which the particulars as referred to in subsection (a) are indicated.
Submission by electronic means§
38b.
(a)(Repealed)
(b)The Registrar may prescribe rules regarding the submission by electronic means of applications and documents that are required to be submitted to the Registrar under this Law, in the following matters:
(1)the identification procedures for those submitting the application or document; rules under this paragraph shall be prescribed with the approval of the Minister of Justice;
(2)the manner of submission;
(3)the structure of forms and electronic messages to be used for the purpose of submission.
(c)(Repealed)
Inspection and publication§
39.
(a)The register of members and the register of board members, the minutes of general meetings and the financial reports that were brought before the general meeting, shall be open at all reasonable times for inspection by all members of the association.
(b)The documents specified below shall be open at the Registrar's office for inspection by any person requesting them, upon application:
(1)documents submitted to the Registrar under sections 2, 10 or 38, and in respect of such a document that includes a digital address of an association — excluding item (2) of the Fourth Schedule to the Companies Law, 5759-1999;
(2)supervision findings of the Registrar or of an inspector under section 39b, a final report of an external examiner under section 39c, a final report of an investigation under section 40, or a dissolution application submitted by the Registrar under section 50, all subject to the provisions of subsection (e);
(3)any other document in the possession of the Registrar relating to the association, including a document prepared by the Registrar or by a person on the Registrar's behalf in respect of the association and correspondence of the Registrar with the association or in relation thereto, subject to the provisions of subsections (d) and (e).
(c)The Registrar may publish on the internet, by himself or through another, the documents specified in subsection (b)(1) or the particulars contained therein, all or part of them, in accordance with the provisions prescribed by the Minister of Justice under subsection (f), provided that the names of donors to the association shall not be published; where a notice as referred to in section 36(b) is attached to the financial report, the Registrar shall publish on the internet details of all payments made by the association or which the association undertook to make as referred to in that notice, without specifying the names of the highest-paid recipients in the association.
(d)The following provisions shall apply to the inspection of a document referred to in subsection (b)(3):
(1)The Registrar shall prevent the making available of the document, in whole or in part, for public inspection, if the Registrar finds that one or more of the grounds listed in section 9(a) of the Freedom of Information Law, 5758-1998 (in this section — the Freedom of Information Law) are satisfied in respect thereof, and the Registrar may prevent the making available of the document for public inspection as aforesaid if the Registrar finds that one or more of the grounds listed in section 9(b) of the Freedom of Information Law are satisfied in respect thereof, all with the necessary modifications and to the extent required by reason of that ground;
(2)The Registrar shall not permit inspection of a document prepared by or for another public authority, except after consulting with that authority; for this purpose, "public authority" means Government ministries and other State institutions, a local authority and another body performing public functions by law;
(3)The Registrar shall not make available for public inspection a document that contains identifying details of a third party who may be harmed, except after notifying such third party thereof and giving that party an opportunity to present his or her position; a person who receives such notice may notify the Registrar, within 21 days, that he or she objects to the disclosure of the information, in whole or in part, by virtue of the provisions of section 9 of the Freedom of Information Law or the provisions of any law; if the Registrar decides to reject the objection, the Registrar shall notify the third party thereof, in writing, within a reasonable time, and shall also notify that party of his or her right to petition against the decision; where such an objection has been submitted — the information shall not be made available for public inspection until the expiry of the period for submitting a petition, and if a petition has been submitted — until a decision is given in the petition; for this purpose, "third party" — excluding the association, a member of the association's board, a member of the audit committee or the auditing body of the association, the treasurer of the association, the internal auditor of the association, the director general of the association, his or her deputy, his or her substitute and any manager directly subordinate to him or her, and any person performing such a function in the association even if his or her title is different;
(4)The Registrar shall not make available for public inspection a document that was submitted in proceedings before a court, unless the Registrar is a party to those proceedings;
(5)A person who wishes that a particular document relating to the association not be made available for public inspection, on the ground that one or more of the grounds set out in this subsection exist, may submit a reasoned application to the Registrar; the Registrar shall notify the applicant of his or her decision in writing and within a reasonable time.
(e)Where a document referred to in subsection (b)(2) or (3) relates to pending inquiry, audit or enforcement proceedings, the following provisions shall apply:
(1)the Registrar may make it available for public inspection only upon the conclusion of the proceedings;
(2)the Registrar may determine that only the conclusions arising from the inquiry, audit or enforcement proceedings shall be made available for public inspection;
all of the foregoing, if the Registrar considers it necessary in order to prevent the exposure of the Registrar's procedures and working methods in a manner that may prejudice the inquiry, audit or enforcement actions carried out by the Registrar, or considers that the grounds for not making all of the information available for public inspection under this section will be present in respect of the said documents, or considers that it would unduly prejudice the association or another third party.
(f)The Minister of Justice, with the approval of the Constitution, Law and Justice Committee of the Knesset, may prescribe —
(1)in respect of internet publication —
(a)provisions regarding the manner of publication, provided that the publication shall not enable the retrieval of information by the identifying details of an individual, unless the Minister of Justice has so determined, and all of the foregoing after the Minister has been satisfied that it is essential for the purpose of transparency in the activities of associations or for another public purpose and to the extent required, having regard to the protection of the privacy of the person to whom the information relates;
(b)provisions that will ensure the integrity and reliability of the information held by the Registrar, as well as protection against unauthorised use of the information;
(c)additional particulars beyond those referred to in this section that shall not be published;
(2)categories of documents as referred to in this section, or particulars contained therein, that shall not be made available for public inspection, in whole or in part, including particulars contained in the documents specified in subsection (b)(1) and (2), if by their nature the provisions of this section regarding non-disclosure of information to the public are satisfied in respect thereof; such provisions may be prescribed for categories of associations.
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