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Companies Law, 5759-1999

חוק החברות, תשנ"ט-1999

Published: 1999-05-27Consolidated Hebrew text as of 2026-03-17 · Last amended 2024-09-15✓ Amendment status checked against the Knesset legislation record on 2026-09-28
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Unofficial English translation — for reference only. It may contain errors or omissions and cannot be relied on as a legal text. Only the Hebrew text published in Reshumot is legally binding.More

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Despite these checks, it may contain errors, omissions, or imprecise renderings of legal terminology and cross-references, and it may not yet reflect the latest amendments. It cannot be relied upon as a legal text.

The Hebrew text as published in Reshumot (ספר החוקים) and on the Knesset website is the sole authoritative and legally binding version. In any discrepancy, the Hebrew text prevails.

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Chapter III: Voluntary Winding Up

Resolution for voluntary winding up§

342x.

A company may pass a special resolution for its voluntary winding up in accordance with the provisions of this Chapter, if the directors of the company have given a solvency declaration pursuant to section 342y.

Giving of a solvency declaration§

342y.

A solvency declaration shall be given by all or a majority of the directors of the company, in which they shall declare that they have duly examined the state of the company's affairs and that in their opinion the company is able to pay its debts in full within 12 months from the commencement of its winding up (in this Chapter — solvency declaration).

Convening a general meeting for the purpose of passing a resolution for voluntary winding up§

342z.
(a)A general meeting at which the voluntary winding up of the company is on the agenda shall be convened after a solvency declaration has been given in respect of the company pursuant to section 342y, and it shall be convened within 90 days after the giving of the solvency declaration.
(b)The solvency declaration shall be attached to the notice of the general meeting.

Appointment of trustee by the general meeting§

342aa.

A general meeting that has passed a special resolution for the voluntary winding up of the company shall appoint a trustee to implement the winding-up proceedings, and may determine the trustee's remuneration, provided that the remuneration to be determined shall not be such as to render the company insolvent.

Commencement of the winding up and cessation of the conduct of the company's business§

342ab.
(a)The voluntary winding up of a company commences upon the passing of the resolution for its voluntary winding up as provided in section 342x.
(b)Once voluntary winding up has commenced, the company shall cease to conduct its business, except to the extent required for the purpose of its beneficial winding up.

Notice to creditors of voluntary winding up§

342ac.

Where a company has resolved to wind up voluntarily, the trustee shall notify the creditors known to him thereof, in writing, including creditors in respect of whom the debt is disputed, within 21 days of the date of the resolution.

Notice to the Registrar§

342ad.
(a)The trustee shall send to the Registrar notice of the company's resolution to wind up voluntarily and of his appointment, within 21 days of the date of the resolution; a solvency declaration shall be attached to the notice; the Minister may prescribe provisions regarding the particulars of the notice to the Registrar and additional documents to be attached thereto.
(b)Where the trustee has sent notice to the Registrar in accordance with the provisions of subsection (a) and the Registrar is satisfied that the conditions under this Chapter for the company's resolution to wind up voluntarily have been met, the Registrar shall register a note of the voluntary winding up of the company.
(c)Where a note of the voluntary winding up of a company has been registered pursuant to subsection (b), the Registrar shall publish it to the public on the website of the Ministry of Justice; the Minister may prescribe additional provisions regarding the publication of a public notice of such a note, in the manner and at the time that the Minister shall prescribe.

The trustee — functions and powers in voluntary winding up§

342ae.
(a)The trustee shall act as expeditiously as possible to complete the voluntary winding-up proceedings of the company in accordance with the provisions of this Chapter, including —
(1)adjudicating on proof of debts;
(2)acting to collect and administer the assets of the winding-up fund;
(3)paying the debts of the company and acting to distribute the balance among the shareholders.
(b)Upon the appointment of the trustee, the powers vested in the board of directors and in the general manager shall pass to the trustee, unless the general meeting has resolved that the powers, in whole or in part, shall remain with the board of directors or the general manager; however, the powers set out below shall be exercised by the trustee after obtaining the approval of the general meeting by special resolution:
(1)repayment of a debt to creditors of a particular class;
(2)a compromise with a creditor or debtor of the company regarding the amount of the debt and the manner of its payment, which has a material effect on the scope of the assets of the winding-up fund.

Termination of office of a trustee§

342af.
(a)The general meeting may resolve to terminate the office of the trustee, provided that the trustee is given a reasonable opportunity to present his position before the general meeting.
(b)Where the office of the trustee becomes vacant, the general meeting shall appoint another person in his place; any shareholder may convene a general meeting for that purpose.
(c)A trustee appointed pursuant to subsection (b) shall notify the Registrar of his appointment within 21 days of the date of appointment.

Application of provisions regarding voluntary winding-up proceedings§

342ag.

The provisions under the Insolvency and Economic Rehabilitation Law shall apply to voluntary winding-up proceedings under this Chapter, as set out below and with the necessary modifications:

(1)the provisions of Chapter I of Part D of that Law, and also regulations made under that Chapter, shall apply to proof of debts and their approval, unless otherwise prescribed in respect thereof in regulations under the proviso to section 342bb(1); however, the time for submitting a proof of debt as referred to in section 210(a) of that Law shall be within 90 days of the date of publication of the public notice pursuant to section 342ad(c);
(2)the provisions of sections 216(1) and 218 of that Law shall apply regarding the inclusion of assets in the winding-up fund;
(3)the collection and administration of the company's assets by the trustee shall be carried out pursuant to Chapter III of Part D of that Law;
(4)the realisation of the company's assets by the trustee shall be carried out pursuant to section 227 of that Law.

Payment of winding-up expenses and company debts to creditors and right of shareholders to the balance§

342ah.

The provisions of sections 342p to 342r regarding the payment of winding-up expenses and the company's debts to creditors, regarding the right of shareholders to the balance, and regarding interim payments, shall apply, with the necessary modifications, in voluntary winding-up proceedings under this Chapter; however, the approval for interim payments pursuant to section 342r shall be given by the general meeting.

Right to apply to the court§

342ai.

The trustee, a shareholder or a creditor may apply to the court with a request that it decide any question of law or fact arising in connection with the winding-up proceedings.

Convening general meetings§

342aj.
(a)The trustee may, at any time, convene a general meeting of the company and bring before it for approval any matter that the trustee sees fit.
(b)Where the winding-up proceedings have continued for more than one year, the trustee shall convene a general meeting of the company at the end of the first year and at the end of each calendar year thereafter, and shall submit to the meeting a report on his activities and on the conduct of the winding up during the preceding year.

Cancellation of the winding up§

342ak.
(a)The general meeting may pass a special resolution regarding the cancellation of its voluntary winding up, if the directors, all or the majority of them, or the trustee, have declared that upon the cancellation of the voluntary winding up the company will be able to pay its debts as they fall due.
(b)The cancellation of the winding up does not affect the validity of any sale, transfer, payment or other legal act carried out lawfully before the cancellation.
(c)Where a company has resolved to cancel its voluntary winding up, the trustee shall send to the Registrar and to the creditors known to him a copy of the resolution, and shall publish it in the manner and at the time that the Minister shall prescribe.
(d)Upon receipt by the Registrar of a copy of the resolution on the cancellation of the voluntary winding up, the Registrar shall delete the note of the voluntary winding up of the company.

Completion of the winding up§

342al.
(a)Upon the trustee completing the performance of his functions, he shall prepare a final report of his activities and shall convene a general meeting of the company at which the report shall be considered.
(b)Notice of a general meeting pursuant to this section shall be given and published in the manner that the Minister shall prescribe, at least one month before the date of its convening, and a copy of the trustee's final report shall be attached thereto.
(c)Within seven days of the date of the convening of the general meeting, the trustee shall send to the Registrar notice that the meeting was convened and shall attach thereto the minutes of the meeting and the final report; where there was no quorum at the meeting, the trustee shall send to the Registrar notice that the meeting was duly convened but that there was no quorum thereat.

Dissolution of the company and termination of the trustee's office§

342am.
(a)Upon the Registrar receiving the trustee's notice and the final report pursuant to section 342al, and upon finding that no debts remain owed by the company to the Registrar in respect of fees and payments pursuant to section 44(6), the Registrar shall register the dissolution of the company, and from the date of registration the company shall be dissolved.
(b)The final general meeting convened pursuant to section 342al shall decide how to deal with the company's documents listed in section 124 and with the trustee's documents, after the dissolution of the company, provided that they are preserved for a period of not less than seven years; where the general meeting has not passed a resolution on this matter, the documents shall be preserved by the trustee or by a person whom the trustee authorises for that purpose, for seven years from the date of dissolution.
(c)The trustee's term of office shall end on the date of dissolution.

Granting a winding-up order in respect of a company that has resolved to wind up voluntarily§

342an.

Nothing in voluntary winding-up proceedings under this Chapter shall derogate from the right of a shareholder or the Attorney General to apply for the winding up of a company by the court pursuant to Chapter II; where the court has granted a winding-up order pursuant to such an application, it shall direct that the voluntary winding-up proceedings be terminated and that the proceedings continue by the court, in such manner as it shall direct.

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Chapter IV: Voluntary Winding Up by Expedited Proceedings of an Inactive Company

Inactive company§

342ao.

An inactive company, for the purposes of this Chapter, is a company in which all of the following conditions are met (in this Chapter — inactive company):

(1)it has no assets;
(2)it has no debts; for this purpose, a debt in respect of an annual fee from which the company is entitled to receive an exemption by virtue of regulations under section 44 shall not be regarded as a debt;
(3)there are no pending legal proceedings to which the company is a party and no administrative enforcement proceedings under any law are being conducted against it.

Resolution on voluntary winding up by expedited proceedings§

342ap.

An inactive company may resolve, at the general meeting, on voluntary winding up by expedited proceedings in accordance with the provisions of this Chapter, provided that all of the following conditions are met:

(1)the resolution was passed with the consent of all shareholders participating in the meeting;
(2)the notice of the meeting was given to shareholders at least 21 days before the date of its convening, or with the consent of all shareholders — at a date closer to the convening;
(3)the agenda of the general meeting included a proposal regarding voluntary winding up by expedited proceedings.

Submission of an application for voluntary winding up by expedited proceedings§

342aq.
(a)Where an inactive company has resolved on voluntary winding up by expedited proceedings, it shall submit to the Registrar an application for voluntary winding up by expedited proceedings, within 30 days of the date of the resolution.
(b)The following two items shall be attached to an application pursuant to subsection (a):
(1)a declaration signed by all or the majority of the directors that the conditions for the company to be an inactive company pursuant to section 342ao have been met and that a resolution on voluntary winding up by expedited proceedings pursuant to section 342ap has been passed;
(2)the company's resolution regarding how to deal with the company's documents listed in section 124, after its dissolution, in a manner that ensures they are preserved for a period of not less than seven years.
(c)The Minister may prescribe provisions regarding the particulars to be included in the application and the declaration to be submitted to the Registrar pursuant to this section, and also additional documents to be attached to the application.

Publication of notice of submission of an application for voluntary winding up by expedited proceedings§

342ar.
(a)Where an application for voluntary winding up by expedited proceedings has been submitted to the Registrar and the Registrar is satisfied that the conditions for its submission under this Chapter have been fulfilled, the Registrar shall publish on the website of the Ministry of Justice a notice of the submission of the application by the company; such notice shall state that if no objections to the application are submitted within 90 days of the date of publication, the company will be dissolved; the Registrar shall register a note of the voluntary winding up by expedited proceedings of the company.
(b)The Minister may prescribe provisions regarding the manner of publication on the website of the Ministry of Justice, including the period during which the information shall be published, inter alia in order to ensure the reliability of the information, its accessibility and the protection of the information against unauthorised use thereof.

Objection to the application§

342as.

Where an application for voluntary winding up by expedited proceedings has been published pursuant to section 342ar, any person who may be harmed by the dissolution of the company may submit an objection to the application within 90 days of the date of its publication.

Termination of winding-up proceedings by the Registrar§

342at.

Where an objection has been submitted pursuant to section 342as, or where during the period for submitting objections the Registrar finds that any one of the conditions for the winding up of the company by voluntary winding up by expedited proceedings is not met, the Registrar shall notify the company of the termination of the winding-up proceedings and shall remove the publication of the notice pursuant to section 342ar.

Dissolution of the company§

342au.
(a)Where the Registrar finds that no objection has been submitted pursuant to section 342as, the Registrar shall, within 10 working days of the last date for submitting objections pursuant to that section, register the dissolution of the company.
(b)The company shall be dissolved from the date of registration.

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Chapter V: Miscellaneous Provisions

Passing a resolution at a general meeting of a private company§

342av.

Nothing in the provisions of this Part shall derogate from the provisions of section 76.

Indication of Winding-Up Proceedings in Company Documents§

342aw.

Where a company is in winding-up proceedings under this Part, that fact shall be indicated in every document issued on behalf of the company.

Trustee's Report on Pending Winding-Up Proceedings§

342ax.
(a)Where winding-up proceedings under this Part have continued for more than one year, the trustee shall submit to the Registrar, once a year, a report on the winding-up proceedings and their status.
(b)The Minister may prescribe provisions regarding the particulars of the report, the time for its submission and its publication.

Offences in Relation to Winding Up§

342ay.
(a)A shareholder of a company in respect of which a winding-up order has been made or which has passed a resolution for voluntary winding up under this Part, or an office holder of such a company, who has done any of the following, is liable to imprisonment of three years:
(1)concealed an asset of the company's assets before the making of the winding-up order or the passing of the resolution for voluntary winding up, with the intention that it should not be included in the assets of the winding-up fund;
(2)concealed an asset of the company's assets after the making of the winding-up order or the passing of the resolution for voluntary winding up;
(3)failed to provide information or provided partial or false information to the trustee or to the general meeting with the intention of harming the winding-up proceedings.
(b)Without prejudice to the provisions of subsection (a)(3), a person who was required to provide information to the trustee pursuant to section 47 or 49 of the Insolvency and Economic Rehabilitation Law, as applied under section 342n(c), and who did not do so or did so partially or falsely with the intention of harming the winding-up proceedings, is liable to imprisonment of one year.

Cancellation of Dissolution§

342az.
(a)Where a company has been dissolved, the court may direct, by order, the cancellation of the dissolution, on the application of any interested person, if it finds that it is justified in the circumstances of the matter; once an order for the cancellation of the dissolution has been made, any proceeding may be taken that could have been taken had the company not been dissolved.
(b)An application for an order for the cancellation of the dissolution shall be submitted no later than the end of two years from the date of the dissolution of the company; the court may, in exceptional cases and for special reasons that shall be recorded, permit the submission of an application at a later time.
(c)A person at whose application an order for the cancellation of the dissolution of a company was made shall deliver to the Registrar a copy of the order within seven days of the date of the making of the order, and the Registrar shall cancel the registration of the dissolution of the company.

Application of Provisions to a Foreign Company and Other Corporations§

342ba.
(a)The provisions of this Part, with respect to winding up by a court, shall apply, with the necessary modifications, also to a foreign company that carries on business or has assets in Israel, even if it has not been registered pursuant to the provisions of section 346.
(b)Without prejudice to the provisions of subsection (a), the Minister may apply, by order, the provisions of subsection (a) also to a particular other corporation.

Regulations — Part 8-A§

342bb.

The Minister may prescribe provisions for the implementation of this Part, including provisions on the following matters:

(1)rules of procedure and the manner of conducting proceedings under this Part, including provisions regarding the submission of applications, documents to be attached thereto, the time for their submission, their service, the submission of objections thereto, the obligation of publication and the manner of publication, and also provisions regarding the manner of submission of a proof of debt, the particulars to be included therein and the documents to be attached thereto;
(2)reporting obligations that shall apply to the company, the trustee and any other interested party in the winding-up proceedings, the manner of preparing the reports and the particulars to be included therein;
(3)fees and payments in respect of proceedings under this Part.

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