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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Chapter III: Registrar of Companies
Section A: Companies Registry Office
Appointment and Qualifications of Registrar and Deputy§
36.
(a)The Minister shall appoint a State employee who is qualified to serve as a judge of a Magistrate's Court to be the Registrar of Companies, and that person shall head the Companies Registry Office.
(b)The Minister may appoint a State employee as Deputy to the Registrar of Companies and vest in that person the powers of the Registrar.
(c)Where the Registrar is prevented from performing the Registrar's functions, the Minister may vest in an employee of the Ministry of Justice all or some of the powers of the Registrar.
Powers of the Registrar§
37.
(a)The Registrar shall determine whether the conditions and requirements prescribed pursuant to this Law have been fulfilled in the following matters:
(1)incorporation of a company;
(2)change of a company's name;
(3)registration of a document;
(4)merger.
(b)The Registrar may, in order to verify that a company is complying with its obligations under this Law, order it to submit for the Registrar's inspection the registers and records that the company is required to maintain pursuant to this Law and that are open to public inspection, or up-to-date copies thereof, within a period of not less than fourteen days from the date of the requirement.
(c)Where the Registrar finds that the said registers or records are not up to date, the Registrar may order the company to update them within a period to be determined by the Registrar.
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Contact Us →Section B: Maintenance of Registers
Maintenance of Registers and Receipt of Documents§
38.
(a)The Registrar shall maintain a record in respect of each company and shall receive documents and reports for registration or for filing in the company's files, all as prescribed by the Minister.
(b)The delivery of documents and reports, and the registration or filing in the company's files, shall be carried out by means of electronic communication (hereinafter — electronic filing or reporting); however, the Registrar may permit the delivery of a document or report otherwise than by electronic reporting if circumstances justifying this exist.
(c)The Registrar shall maintain a companies register in which every company shall be registered and to which a company shall be assigned an identity number, and the Registrar may assign different numbering to classes of companies, as the Minister shall prescribe.
Submission of Documents for Registration§
39.
(a)Every document and every report to be submitted to the Registrar shall bear the identity number of the company and shall be signed by one of the office holders of the company with a statement of that person's name and position, as confirmation that the particulars contained therein are correct and complete; for the purposes of this section, "office holder of a company" includes the company secretary or a person authorised by the company for the purposes of this section.
(b)Notwithstanding the provisions of subsection (a), a document or report submitted by a company that is in receivership or in winding up or in respect of which an order to open proceedings has been made may be signed by the receiver or the trustee.
(c)The provisions of this section shall apply unless a different provision exists for this purpose under any law.
(d)Where the Minister has prescribed a provision concerning electronic reporting, the Minister may prescribe that the provisions of subsection (a) concerning the signature of an office holder shall not apply to documents and reports submitted in the said manner.
Validity Conditional on Registration§
40.
The following acts of a company shall have no effect unless registered —
(1)change of a company's name pursuant to the provisions of section 31;
(2)change of a company's objects.
(3)amendment of the articles of association as a result of which a company becomes a public benefit company, as referred to in section 345b(c).
Copies as Evidence§
41.
(a)A copy certified by the Registrar of any document held or registered with the Registrar shall be received in any legal proceeding as an original and shall constitute conclusive evidence that the original document is held at the Companies Registry Office.
(b)Where the Minister has prescribed provisions regarding electronic filing, the provisions of subsection (a) shall apply in respect of a printout of the said reports; for the purposes of this section, "printout" has the meaning assigned to it in the Computers Law, 5755-1995.
Negation of Knowledge§
42.
The registration or existence of a document in a company or with the Registrar does not in itself constitute evidence of knowledge of its contents.
Inspection§
43.
(a)The registers maintained by the Registrar at the Registry Office shall be open to public inspection, and any person may inspect them and obtain certified copies of what is registered therein, whether through the Registrar or through others authorised by the Registrar for that purpose, all as prescribed by the Minister.
(b)Notwithstanding the provisions made under subsection (a), item 2 of the Fourth Schedule shall be open for inspection by a public body that sends digital messages as defined in the Digital Communication with Public Bodies Law, only.
Regulations§
44.
The Minister may prescribe the following:
(1)procedures for registration and filing and the manner of submitting documents and reports for registration and filing as aforesaid;
(2)the manner of maintaining registers at the Registry Office and public inspection thereof;
(3)forms that must be used for the purposes of this Law and the particulars to be included therein;
(4)the manner of discharging the Registrar's duties under this Law;
(5)particulars that a company or foreign company is required to provide to the Registrar with respect to each shareholder, or holder of another right, and also with respect to a creditor or office holder thereof;
(6)the amounts of the registration fee, annual fee, and also other fees and payments that the Minister has prescribed as payable in respect of acts and services provided by the Registrar under this Law, and that other fees and payments under this paragraph that have not been paid on time shall bear, for the period of arrears, shekel interest and arrears charges until their payment, and the provisions of the Interest and Linkage Law shall apply, with the necessary modifications; and the Minister may prescribe different amounts of fees and payments for different companies according to criteria prescribed by the Minister; the Tax (Collection) Ordinance shall apply to the collection of fees and other payments under this paragraph.
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Contact Us →Section C: Appeal
45.§
(Repealed — תש״ע־3)
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Contact Us →Part 3: Structure of the Company
Chapter I: Organs of the Company, their Powers and Liability for their Acts
Section A: The Organs
The Organs§
46.
The organs of a company are the general meeting, the board of directors, the general manager, and any person whose act in a particular matter is, by law or by virtue of the articles of association, regarded as an act of the company in that matter.
Acts of an Organ as Acts of the Company§
47.
The acts and intentions of an organ are the acts and intentions of the company.
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Contact Us →Section B: Division of Powers between the Principal Organs
Powers of the Organs§
48.
(a)The general meeting shall have the powers set out in Section A of Chapter II.
(b)The board of directors shall have the powers set out in Section A of Chapter III.
(c)The general manager shall have the powers set out in Chapter IV.
(d)All organs of the company are vested with all ancillary powers necessary for the exercise of their powers.
Residual Power§
49.
A power of the company that has not been conferred by law or by the articles of association upon another organ may be exercised by the board of directors.
Transfer of Powers between Organs under the Articles of Association§
50.
(a)A company may prescribe in its articles of association provisions under which the general meeting is entitled to assume powers vested in another organ, and also that powers vested in the general manager shall be transferred to the authority of the board of directors, all in respect of a particular matter, or for a particular period of time not exceeding the period required in the circumstances of the case.
(b)Where the general meeting has assumed powers vested under this Law in the board of directors, the rights, duties and liability applicable to directors in respect of the exercise of those powers shall apply to shareholders, with the necessary modifications, and including, having regard to their holdings in the company, their participation in the meeting and the manner of their voting, the provisions of Chapters III, IV and V of Part Six.
Assumption of Powers of the General Manager§
51.
The board of directors may instruct the general manager as to how to act in a particular matter; if the general manager has not complied with the instruction, the board of directors may exercise the power required to carry out the instruction in the general manager's stead, even if no provision to that effect has been made in the articles of association.
Organ Prevented from Fulfilling its Function§
52.
(a)Where the board of directors is prevented from exercising its powers and the exercise of one of its powers is essential for the proper management of the company, the general meeting may exercise that power in its stead, even if no provision to that effect has been made in the articles of association, for as long as the board of directors is so prevented, provided that the general meeting has determined that the board of directors is indeed prevented from doing so and that the exercise of the power is essential as aforesaid; the provisions of section 50(b) shall apply to the exercise of the powers of the board of directors by the general meeting.
(b)Where the general manager is prevented from exercising his powers, the board of directors may exercise them in his stead, even if no provision to that effect has been made in the articles of association.
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Contact Us →Section C: Liability of the Company for Acts of the Organs
Tortious Liability of a Company§
53.
(a)A company is directly liable in torts for a tort committed by one of its organs.
(b)Nothing in the provisions of subsection (a) shall derogate from the vicarious liability of a company in torts under any law.
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Contact Us →Section D: Liability of Individual Members of an Organ
Liability of Individual Members of an Organ§
54.
(a)The attribution of an act or intention of an organ to the company shall not derogate from the personal liability that the individual members of the organ would have borne but for that attribution.
(b)(Repealed)
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Contact Us →Section E: Prevention of Ultra Vires Acts
Act in Excess of Authority§
55.
(a)A company and a person acting on its behalf shall not perform an act that involves deviation from the objects prescribed in the articles of association, and shall not perform an act without authority or an act in excess of the authority.
(b)Where an act as referred to in subsection (a) is being performed or there are grounds to assume that such an act is about to be performed, the court may, upon the application of the company, a shareholder, or a creditor of the company who is at risk of injury to that person's rights, issue an order for its cessation or prevention.
Act in Excess of Objects or Without Authority§
56.
(a)An act performed on behalf of a company in excess of the company's objects, or performed without authority or in excess of the authority, shall have no effect as against the company, unless the company has ratified the act in the manners prescribed in subsection (b), or unless the party towards whom the act was performed did not know and was not required to know of the deviation or of the absence of authority.
(b)Ratification by the company after the fact of an act in excess of the company's objects shall be given by the general meeting by a resolution passed by the majority required for amendment of the company's objects; ratification as aforesaid in respect of an act performed without authority or in excess of the authority shall be given by the organ competent to grant the authority.
(c)Ratification as referred to in subsection (b) shall not prejudice a right acquired by another person in good faith and for consideration before the ratification was given.
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Contact Us →Chapter II: The General Meeting
Section A: Powers of the General Meeting
Powers Conferred upon the General Meeting§
57.
Resolutions of the company on the following matters shall be adopted at the general meeting:
(1)amendments to the articles of association as referred to in section 20;
(2)exercise of the powers of the board of directors in accordance with the provisions of section 52(a);
(3)appointment of the company's auditor, the terms of the auditor's engagement and the termination thereof, in accordance with the provisions of sections 154 to 167;
(4)appointment of external directors in accordance with the provisions of section 239;
(5)approval of acts and transactions requiring approval of the general meeting pursuant to the provisions of sections 255 and 268 to 275;
(6)increase and reduction of the registered share capital in accordance with the provisions of sections 286 and 287;
(7)merger as referred to in section 320(a).
(8)winding up of a company by the court pursuant to section 342f(1), its voluntary winding up pursuant to section 342x, or its voluntary winding up by an expedited procedure pursuant to section 342ap.
Prohibition on Contracting Out§
58.
(a)A company may not contract out of the provisions of section 57.
(b)A company may add in its articles of association matters in respect of which resolutions shall be adopted at the general meeting; however, the transfer of powers in the articles of association to the general meeting, in matters in respect of which the power has been conferred by this Law upon another organ without the possibility of contracting out thereof in the articles of association, shall be effected pursuant to the provisions of section 50.
Appointment of Directors§
59.
The annual general meeting shall appoint the directors, unless otherwise prescribed in the articles of association.
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Contact Us →Section B: Annual Meeting and Special Meeting
Convening an Annual Meeting§
60.
(a)A company shall hold an annual meeting every year and not later than fifteen months after the last annual meeting.
(b)The agenda of the annual meeting shall include a discussion of the financial statements and the report of the board of directors; the agenda may include appointment of directors, appointment of an auditor, and also a matter prescribed in the articles of association to be discussed at an annual meeting, or any other matter placed on the agenda as referred to in section 66.
Non-convening of Annual Meeting§
61.
(a)A private company may prescribe in its articles a provision whereby it is not required to hold an annual meeting as referred to in section 60, except insofar as this is necessary for the appointment of an auditing accountant; where such a provision has been prescribed, the company may refrain from holding an annual meeting unless one of the shareholders or directors has demanded that the company hold it.
(b)Where an annual meeting has not been held, the company shall send to the shareholders registered in the shareholders register, once a year, financial statements as referred to in section 172, no later than the latest date by which it would have been required to hold an annual meeting had it not prescribed in its articles a provision as referred to in subsection (a).
Convening of Annual Meeting by Court§
62.
(a)Where an annual meeting as referred to in section 60 has not been held, or after its convening has been demanded as referred to in section 61, the court may, upon application by a shareholder or a director of the company, order that it be convened.
(b)Where the court has so ordered, the company shall bear the reasonable expenses incurred by the applicant in the proceedings before the court, as determined by the court, and the directors responsible for the failure to convene it shall be liable to reimburse those expenses to the company.
Convening of Special Meeting§
63.
(a)The board of directors of a private company shall convene a special meeting pursuant to its own resolution and also upon the demand of any one of the following:
(1)one director;
(2)one or more shareholders holding at least ten per cent of the issued capital and at least one per cent of the voting rights in the company, or one or more shareholders holding at least ten per cent of the voting rights in the company.
(b)The board of directors of a public company shall convene a special meeting pursuant to its own resolution, and also upon the demand of any one of the following:
(1)two directors or one quarter of the serving directors;
(2)one or more shareholders holding at least five per cent of the issued capital and at least one per cent of the voting rights in the company, or one or more shareholders holding at least five per cent of the voting rights in the company.
(c)A board of directors that has been required to convene a special meeting shall convene it within twenty-one days from the date on which the demand was submitted to it, for a date to be set in the notice pursuant to section 67 or in the notification pursuant to section 69, provided that in respect of a public company the date of convening shall be no later than thirty-five days from the date of publication of the notification, unless otherwise prescribed in relation to a meeting to which Section G applies, and in respect of a private company the provisions of section 67 shall apply.
Convening of Meeting by Shareholders§
64.
(a)Where the board of directors has not convened a special meeting that was demanded pursuant to section 63, the demanding party, and where shareholders are involved — also such part of them as holds more than half of their voting rights, may convene the meeting themselves, provided that it shall not be held after the expiry of three months from the date on which the demand was submitted as aforesaid, and it shall be convened, as far as possible, in the same manner in which meetings are convened by the board of directors.
(b)Where a general meeting has been convened as referred to in subsection (a), the company shall cover the reasonable expenses incurred by the demanding party, and the directors responsible for the failure to convene it shall be liable to reimburse those expenses to the company.
Application to Court§
65.
(a)Where the board of directors has not convened a special meeting that was demanded pursuant to section 63, the court may, upon application by the demanding party, order that it be convened.
(b)Where the court has so ordered, the company shall bear the reasonable expenses incurred by the applicant in the proceedings before the court, as determined by the court, and the directors responsible for the failure to convene it shall be liable to reimburse those expenses to the company.
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