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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Chapter II: Foreign Company
Obligation of Registration of a Foreign Company§
346.
(a)A foreign company shall not maintain a place of business in Israel, including an office for the transfer or registration of shares, unless it has been registered as a foreign company pursuant to the provisions of this section and has paid the registration and publication fees prescribed by the Minister pursuant to this section.
(b)The application for registration shall be submitted to the Registrar within one month after the establishment of the place of business, and the following documents shall be attached thereto:
(1)a copy and translation into Hebrew or English, unless the documents were submitted in Hebrew or English, certified in the manner prescribed by the Minister, of the documents according to which the company was incorporated or pursuant to which it operates, as required under the laws of the state in which it was incorporated, including its articles, if any;
(2)a list of the directors of the company;
(3)the name, address and digital address, one from each particular listed in the Fourth Schedule, of a person residing in Israel who is authorised to receive on behalf of the company process and notices that are to be delivered to the company;
(4)a certified copy, in the manner prescribed by the Minister, of a power of attorney authorising a person who habitually resides in Israel to act on behalf of the company in Israel.
(c)If there is a change in a document or in the directors or in the name, address or digital address, one from each particular listed in the Fourth Schedule, of any of those referred to in paragraphs (3) and (4) of subsection (b), the company shall notify the Registrar thereof within fourteen days of the date of the change.
(c1)The Registrar shall register the digital address attached to the application for registration pursuant to subsection (b)(3) or of which a foreign company has given notice pursuant to subsection (c), after fulfilling the provisions of section 3b(a)(1) and (3) of the Digital Communication with Public Bodies Law, and after verifying that the digital address is valid and active.
(d)The Minister may prescribe additional documents that a foreign company is required to attach to its application for registration and is required to notify the Registrar of any changes thereto.
Service on a Foreign Company§
347.
A court document or notice required to be served on a foreign company registered in Israel shall be deemed to have been duly served if it was addressed to the authorised person notified to the Registrar as referred to in section 346 and was left at the address so notified or was sent there by post.
Annual Report§
348.
A foreign company shall submit, once a year, an annual report as the Minister shall prescribe.
Penalties§
349.
A foreign company that has contravened the provision of section 346(a), and any office holder or agent thereof that was a party to the contravention, shall be liable to a fine as referred to in section 61(a)(2) of the Penal Law, 5737-1977, and in the case of a continuing contravention, to an additional fine as referred to in section 61(c) of that Law for each day on which the contravention continues, from the day on which the company received notice from the Registrar of Companies.
Foreign Company that has Ceased to Maintain a Place of Business in Israel§
349a.
(a)A foreign company that has ceased to maintain a place of business in Israel and has notified the Registrar accordingly shall be exempt from its obligations under this Chapter as from the date of delivery of the notice; however, the Minister may prescribe an earlier date of exemption in respect of the obligation to pay a fee under this Chapter.
(b)Notwithstanding the provisions of subsection (a), a company that has delivered a notice as referred to in that subsection is not exempt from its obligation as referred to in section 346(b)(3), unless it has provided the Registrar with another address for service of court documents and notices; if the company has provided the Registrar with another address as aforesaid outside Israel, no court permit shall be required for the purpose of serving on the company court documents and notices relating to the company's activities in Israel during the period when it maintained a place of business in Israel, pursuant to the provisions of regulation 500 of the Civil Procedure Regulations, 5744-1984.
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Contact Us →Chapter III: Compromise or Arrangement
Section A: General Provisions
Compromise or Arrangement — General Provisions§
350.
(a)Where a compromise or arrangement has been proposed between the company and its creditors or shareholders, or between it and any particular class thereof, that is not a debt arrangement as defined in section 318 of the Insolvency and Economic Rehabilitation Law or an economic rehabilitation plan as defined in section 4 of that Law, the court may, on the application of the company or of a shareholder, or of a trustee if the company is in winding up, order the convening of meetings of those creditors or shareholders, as the case may be, in accordance with the provisions of subsection (a1) and in the manner directed by the court.
(a1)The meetings of creditors or shareholders shall be held separately for each class of creditors or shareholders (in this Chapter — class meetings); for this purpose, "class" means a group of creditors or shareholders who have a common interest in relation to the arrangement or compromise, which is materially distinct from the interest of the other creditors or shareholders and which justifies holding a separate meeting.
(a2)A creditor or shareholder shall exercise the right to vote at class meetings in good faith and in a customary manner and shall refrain from abusing that power.
(b)(Repealed)
(c)(Repealed)
(d)(Repealed)
(e)(Repealed)
(f)(Repealed)
(g)(Repealed)
(h)(Repealed)
(i)If at each class meeting convened pursuant to subsection (a) a majority in number of those participating in the vote, excluding abstentions, who together hold three-quarters of the value represented in the vote, agreed to the compromise or arrangement, and the court has approved the compromise or arrangement, they shall be binding on the company and on all the creditors or shareholders or the class thereof, as the case may be, and if it is in winding up — also on the trustee.
(i1)The court that approved a compromise or arrangement pursuant to subsection (i) is competent to adjudicate a dispute that has arisen regarding the interpretation of the compromise or arrangement after its approval or regarding its implementation.
(j)An order made pursuant to subsection (i) shall have no effect until a certified copy thereof has been filed with the Registrar; a copy of the order shall be attached to every copy of the company's articles that is issued after the making of the order, and if the company has no articles — to every copy of the document under which the company was incorporated and by which it operates, that is issued as aforesaid.
(k)In this Chapter —
"company" includes a foreign company that carries on business or has assets in Israel, even if it has not been registered pursuant to section 346;
"arrangement" includes a reorganisation of the share capital by way of consolidation of shares of different classes or by way of division of shares into different classes, or by both means together.
(l)The Minister may prescribe provisions for the implementation of this Chapter, including as to the convening of meetings and as to rules of procedure, the appointment of an officeholder, provisions regarding indemnification and insurance for an officeholder and the determination of that officeholder's powers by the court.
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Contact Us →Section B: Compromise or Arrangement for the Purpose of Rehabilitation of the Company
350a.§
(Repealed — תשע״ח)
350b.§
(Repealed — תשע״ח)
350c.§
(Repealed — תשע״ח)
350d.§
(Repealed — תשע״ח)
350e.§
(Repealed — תשע״ח)
350f.§
(Repealed — תשע״ח)
350g.§
(Repealed — תשע״ח)
350h.§
(Repealed — תשע״ח)
350i.§
(Repealed — תשע״ח)
350j.§
(Repealed — תשע״ח)
350k.§
(Repealed — תשע״ח)
350l.§
(Repealed — תשע״ח)
350m.§
(Repealed — תשע״ח)
350n.§
(Repealed — תשע״ח)
350o.§
(Repealed — תשע״ח)
350p.§
(Repealed — תשע״ח)
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Contact Us →Section C: Appointment of an Expert to Examine a Debt Arrangement in a Bond Company
350q.§
(Repealed — תשע״ח)
350r.§
(Repealed — תשע״ח)
350s.§
(Repealed — תשע״ח)
350t.§
(Repealed — תשע״ח)
350u.§
(Repealed — תשע״ח)
350v.§
(Repealed — תשע״ח)
350w.§
(Repealed — תשע״ח)
350x.§
(Repealed — תשע״ח)
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Contact Us →Section D: Compromise or Arrangement for the Purpose of Restructuring or Merger
Restructuring and Merger§
351.
(a)Where an application for approval of a compromise or arrangement as referred to in section 350 has been submitted to the court, and the court is satisfied that the compromise or arrangement was proposed for the purposes of a scheme for the restructuring of a company or the merger of companies, and that pursuant to the scheme the undertaking or assets of one company (in this Chapter — the transferor company) are to be transferred to another company (in this Chapter — the transferee company), the court may, by the order approving the application or by an order made thereafter, make provision for —
(1)the transfer of all or any of the undertaking, assets or liabilities of the transferor company to the transferee company;
(2)the allotment of shares, bonds, policies or similar benefits in the transferee company that it is required to allot to a person pursuant to the arrangement or compromise;
(3)the continuation by or against the transferee company of any legal proceedings pending by or against the transferor company;
(4)the dissolution of the transferor company without winding up;
(5)the remedy for persons dissenting from the compromise or arrangement within such time and in such manner as the court directs;
(6)any incidental matter necessary to ensure that the restructuring or merger is fully and effectively carried out.
(b)Where an order has been made as aforesaid for the transfer of assets or liabilities, the assets shall be transferred by virtue of the order and conveyed to the transferee company, and shall, if the order so provides, be released from any charge that has lapsed by virtue of the compromise or arrangement, whilst the liabilities shall be transferred to the transferee company and shall become its own liabilities.
(c)Where an order is made pursuant to this section, every company to which the order applies shall deliver a certified copy thereof to the Registrar within seven days from the day on which it was made; a company that has contravened this provision, and any office holder thereof who approved or permitted the contravention, shall be liable to a fine as referred to in section 61(c) of the Penal Law, 5737-1977, for each day on which the contravention continues.
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Contact Us →Section E: Application of Provisions to a Foreign Company and Other Corporations
Application of Provisions to a Foreign Company and Other Corporations§
351a.
(a)The provisions of this Chapter 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 derogating from the provisions of subsection (a), the Minister may, by order, apply the provisions of this Chapter also to any other particular corporation.
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Contact Us →Chapter III-A: Striking Off a Company
Definitions — Chapter III-A§
351b.
In this Chapter —
"objection" means an objection to striking off, as defined in section 351e(b);
"company" means a private company that is not a bond company;
"debt" excludes debts on account of fees or other payments that a company is liable to pay pursuant to section 44(6), or debts that the Registrar has found to be of such low aggregate value as to be insufficient to prevent the striking off of the company in accordance with criteria to be published by the Registrar pursuant to the provisions of section 351c(c);
"asset" excludes assets that the Registrar has found to be of such low aggregate value as to be insufficient to prevent the striking off of the company in accordance with criteria to be published by the Registrar pursuant to the provisions of section 351c(c).
Striking Off a Company§
351c.
(a)The Registrar may strike a company off the Registrar's registers, subject to the provisions of this Chapter, if the Registrar has found that all of the following conditions are met:
(1)the company is not carrying on business or activity;
(2)it has no assets and no debts;
(3)it has been registered for one year as a defaulting company pursuant to the provisions of section 362a(b);
(4)for three years it has not paid an annual fee pursuant to sections 9(b) and 44(6) and has been in breach of its obligation to submit an annual report pursuant to section 141;
(5)the company's data are not included in the database of the Israel Tax Authority or the company's file with the Israel Tax Authority is closed.
(b)The provisions of subsection (a) shall apply to a benefit company, with the following modifications: the striking off requires the consent of the Registrar of Endowments, and the provisions of paragraph (3) of that subsection shall not apply.
(c)The Registrar shall publish criteria in respect of debts and assets of low value as referred to in the definitions of "debt" and "asset".
Preliminary Checks§
351d.
(a)Where the conditions set out in paragraphs (3) and (4) of section 351c(a) are met in respect of a company, the Registrar may, for the purpose of exercising the Registrar's power pursuant to section 351c, require, in respect of that company, information that may indicate whether the remaining conditions set out in section 351c(a) are met in respect of it; the Registrar may require such information from a banking corporation as defined in the Banking (Licensing) Law, 5741-1981, and from a public body as defined in section 23 of the Privacy Protection Law, 5741-1981, including the Israel Tax Authority, the Land Registrar, the Israel Land Authority, the Enforcement and Collection Authority, and the National Insurance Institute.
(b)The Minister may prescribe an obligation to require information or an obligation of the Registrar to carry out additional preliminary checks before the publication and dispatch of a notice as referred to in section 351e(a), and the Minister may also prescribe provisions concerning the transmission of information by a banking corporation or public body as referred to in subsection (a) to the Registrar for the purpose of carrying out those checks.
Notice and Objection before Striking Off§
351e.
(a)Where the conditions set out in paragraphs (3) to (5) of section 351c(a) are met in respect of a company, and the Registrar has reasonable grounds to believe that the conditions set out in paragraphs (1) and (2) of that subsection are met in respect of it, the Registrar may publish on the website of the Ministry of Justice a notice of intention to strike the company off the Registrar's registers; such notice shall state that if no objection is submitted pursuant to subsections (b) and (c), or if an objection that has been submitted is rejected pursuant to subsection (d), the Registrar will strike the company off; if the Registrar has published a notice pursuant to this subsection, the Registrar shall send notice thereof to the company.
(b)Where a notice as referred to in subsection (a) has been published, any person liable to be harmed by the striking off of the company may submit to the Registrar an objection to the striking off within 90 days from the date of its publication.
(c)
(1)An objection shall be submitted to the Registrar by means of electronic communication in accordance with the regulations made pursuant to section 44(1) in respect of submission by that means; however, the Registrar may permit the submission of an objection otherwise than by electronic communication;
(2)An objection shall include, inter alia, the following:
(a)the particulars of the company in respect of which the objection is submitted;
(b)the particulars of the person submitting the objection, including that person's name, identity number, address and digital address, as well as a statement of that person's connection to the company, if any;
(c)a detailed statement of the grounds of the objection.
(d)The Registrar may accept an objection, and may also reject an objection if the Registrar finds that on its face it does not disclose a ground capable of negating the existence of the conditions set out in section 351c(a), or that it is unsubstantiated or appears on its face to be vexatious or frivolous; the Registrar shall notify the person who submitted the objection of the Registrar's decision on the objection.
(e)Where the Registrar has published a notice pursuant to subsection (a) and no objection has been submitted or an objection that has been submitted has been rejected, and 90 days have elapsed from the date of publication of the notice, the Registrar may strike the company off the Registrar's registers.
Effect of Striking Off§
351f.
(a)From the date on which a company is struck off as referred to in section 351e(e) (in this Chapter — the date of striking off), the company shall be deemed dissolved, but this shall not derogate from the possibility of its voluntary winding up pursuant to the provisions of Part Eight-A or from the power of the court to wind it up pursuant to any law.
(b)The dissolution of a company following its striking off as referred to in this Chapter shall not derogate from the liability of a shareholder or office holder therein pursuant to sections 192 and 193 or 252 to 254, as the case may be, that crystallised before the company was struck off, and if the company continued to operate through its shareholders or office holders despite having been struck off — the dissolution shall not derogate from their obligations pursuant to those sections that would have applied had the company not been struck off, all until its dissolution after winding up pursuant to any law.
(c)Where a company has been dissolved following its striking off as referred to in this Chapter, the provision of section 362a(c)(1)(c)(2) shall continue to apply in respect of any person who was a controlling shareholder therein, as defined in that section, until the company's dissolution after winding up pursuant to any law.
Cancellation of Striking Off by the Registrar§
351g.
(a)
(1)The Registrar may, within one year from the date of striking off, on the Registrar's own initiative, cancel the striking off of a company, if it has not yet been dissolved after winding up, if the Registrar finds that at the date of striking off the conditions set out in section 351c(a) were not met in respect of the company;
(2)The Registrar may cancel the striking off of a company, if it has not yet been dissolved after winding up, on the application of any interested person who has been harmed by the company's dissolution following its striking off (in this section — the applicant), if the Registrar finds that at the date of striking off the conditions set out in section 351c(a) were not met in respect of the company, provided that the application was submitted within one year from the date of striking off; if the applicant is an office holder in the company, or a shareholder in the company or that person's heir, the Registrar may require, as a condition of cancelling the striking off, the payment of an annual fee pursuant to section 9(b) for the year during which the company was struck off, having regard to the purpose for which the cancellation of the striking off was requested.
(b)Upon the cancellation of the striking off of a company as referred to in subsection (a), the company shall be restored to the Registrar's registers, and shall be deemed to have continued its business and activity and as if it had not been struck off the Registrar's registers.
(c)If the Registrar considers that in order to determine an application pursuant to subsection (a) a factual inquiry is required or a direction as referred to in the opening words of section 351h(a) needs to be given, the Registrar shall not be required to deal with the application, and may apply to the court for cancellation of the striking off as referred to in section 351h, or notify the applicant that the Registrar is not required to deal with the application and that the applicant may submit an application for cancellation of striking off by the court pursuant to section 351h even if one year has not yet elapsed from the date of striking off.
(d)The Registrar shall notify the applicant as referred to in subsection (c) within 60 days from the date of submission of the application; if the Registrar has not done so, the applicant may apply to the court pursuant to the provisions of section 351h even if one year has not yet elapsed from the date of striking off.
Cancellation of Striking Off by the Court§
351h.
(a)The court having jurisdiction as referred to in section 342e may, on the application of the Registrar or of any interested person who has been harmed by the dissolution of a company following its striking off, order by way of order the cancellation of the striking off and the restoration of the company to the Registrar's registers, and give any direction it thinks fit so as to place the company and any other person as nearly as possible in the position in which they would have been had the company not been struck off, if all of the following conditions are met:
(1)the application was submitted after one year has elapsed from the date of striking off until the expiry of 20 years from the date of striking off, unless the court has approved, for special reasons to be recorded, the submission of the application at a later date, and also if the application was submitted before one year has elapsed from the date of striking off in the circumstances referred to in section 351g(c);
(2)the company has not been dissolved after winding up as referred to in section 351f(a);
(3)the court has found that at the date of striking off the conditions set out in section 351c(a) were not met in respect of the company, or has found that for other reasons it is just and proper to grant the application.
(b)Within the framework of the directions that the court is empowered to give pursuant to subsection (a), the court may, if the circumstances so warrant, give a direction in respect of the payment of an annual fee for the years during which the company was struck off, all or some of them, and in respect of the payment of arrears of annual fees that arose in the years before the striking off, all or some of them; such a direction shall be given having regard, inter alia, to the purpose for which the cancellation of the striking off was requested, the identity of the applicant, and the time that has elapsed since the striking off.
(c)The provisions of section 351g(b) shall apply, with the necessary modifications, to the cancellation of the striking off of a company as referred to in subsection (a).
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