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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.

This translation is provided for informational purposes only and does not constitute legal advice. For use in legal proceedings, request a certified Expert Legal Opinion.

Section C: Convening and Conducting the General Meeting

Agenda§
66.
(a)The agenda at a general meeting shall be determined by the board of directors and shall include also matters on account of which the convening of a special meeting was demanded pursuant to section 63, and also a matter that was requested as referred to in subsection (b).
(b)One or more shareholders holding at least one per cent of the voting rights at the general meeting may request the board of directors to include a matter on the agenda of a general meeting to be convened in the future, provided that the matter is suitable for discussion at a general meeting; the Minister may prescribe provisions in relation to this section, including in relation to the time for submitting the request.
(c)At a general meeting, resolutions shall be adopted only on matters specified on the agenda.
Times for Delivery of Notices in a Private Company§
67.

Notice of a general meeting in a private company shall be delivered to all those entitled to participate therein no later than seven days before the date set for its convening, and provided that it shall not be delivered more than forty-five days before the date of its convening, all subject to any contrary provision in the articles.

Contents of Notice of General Meeting in a Private Company§
68.
(a)A notice of a general meeting in a private company shall specify the date and place at which the meeting is to be held, and also the agenda and a reasonable description of the matters for discussion.
(b)Where a proposal to amend the articles is on the agenda of the meeting, the text of the proposed amendment shall be set out in detail.
Notice of a General Meeting in a Public Company and its Contents§
69.
(a)Notice of a general meeting in a public company shall be published or delivered as the Minister has prescribed.
(b)(Repealed)
(c)The notice shall include the agenda, the proposed resolutions and also arrangements regarding voting in writing pursuant to the provisions of Section G.
(d)The Minister may prescribe, after consultation with the Securities Authority, provisions regarding this section, including as to the manner of specifying the matters, unless provisions regarding this matter are prescribed by other law, and also additional matters to be included in the notice.
Regulations Relating to Resolutions at a General Meeting§
70.

The Minister may prescribe that where the text of resolutions has been set out in detail in the notice or notification, the general meeting may adopt resolutions that differ from the text of the resolutions that were on the agenda, in relation to such matters and in accordance with such criteria as the Minister shall prescribe.

Proof of Share Ownership in a Public Company§
71.

A shareholder in a public company who wishes to vote at a general meeting is entitled to receive, without condition, from a stock exchange member through whom the share is held, a confirmation proving that person's ownership of the share, in the manner prescribed by the Minister (in this Law — ownership confirmation); the Minister may prescribe conditions and circumstances under which payment shall be required for the ownership confirmation, and the amount of the payment or the maximum payment.

Convening of Meeting by Court§
72.

Where it is not practically possible to convene or conduct a meeting in the manner prescribed therefor in the articles or in this Law, the court may, upon application by the company, a shareholder entitled to vote at the meeting, or a director, order that a meeting be convened and conducted in such manner as the court shall prescribe, and the court may give supplementary directions for that purpose as it sees fit.

Meeting in Israel§
73.

A public company whose shares were offered to the public in Israel only or are traded on a stock exchange in Israel only shall hold a general meeting in Israel.

Adjournment of General Meeting§
74.
(a)A general meeting at which a quorum is present may resolve to adjourn the meeting, the deliberation, or the adoption of a resolution on a matter specified on the agenda to another date and place to be determined by it; at an adjourned meeting only a matter that was on the agenda and in respect of which no resolution was adopted shall be discussed.
(b)Where a general meeting has been adjourned to a date exceeding twenty-one days, notices and invitations for the adjourned meeting shall be given as referred to in sections 67 to 69.
(c)Where a general meeting has been adjourned without changing its agenda, to a date not exceeding 21 days, notices and invitations in relation to the new date shall be given as early as possible and no later than seventy-two hours before the general meeting; the notices and invitations referred to shall be given pursuant to sections 67 and 69(a) with the necessary modifications.
Class Meeting§
75.

The provisions of this Section and of Sections D, E, and F shall apply, with the necessary modifications, to class meetings, insofar as the company is required to hold them.

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Section D: General Meeting in a Private Company

Resolution Without Convening§
76.

In a private company, a resolution may be adopted at a general meeting without notice and without convening, provided that the resolution is adopted unanimously by all shareholders entitled to vote at the general meeting.

Holding a Meeting by Means of Communication§
77.

A private company may, unless a provision in the articles excludes this, hold a general meeting by means of any communication technology, such that all participating shareholders can hear one another simultaneously.

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Section E: Quorum at a General Meeting and Chairperson of the Meeting

Quorum at a General Meeting§
78.
(a)The quorum for holding a general meeting is the presence of at least two shareholders holding at least twenty-five per cent of the voting rights, within half an hour of the time set for the opening of the meeting.
(b)Where a quorum is not present at a general meeting upon the expiry of half an hour from the time set for the commencement of the meeting, the meeting shall be adjourned for one week, to the same day, the same time, and the same place, or to a later date if so specified in the notice of or notification about the meeting.
(c)The provisions of this Section shall not apply to a company that has one shareholder.
Quorum at an Adjourned Meeting§
79.
(a)Where a quorum is not present at the adjourned meeting, as referred to in sections 74 or 78(b), half an hour after the time set for it, the meeting shall be held with any number of participants.
(b)Notwithstanding the provisions of subsection (a), where the general meeting was convened upon the demand of shareholders as referred to in sections 63 or 64, the adjourned meeting shall be held only if at least the number of shareholders required for the purpose of convening a meeting as referred to in section 63 were present thereat.
Chairperson of a General Meeting§
80.
(a)At every general meeting a chairperson shall be elected for that meeting.
(b)The election of the chairperson of the meeting shall take place at the commencement of the deliberations at the meeting, which shall be opened by the chairperson of the board of directors, or by a director authorised by the board of directors for that purpose.
Freedom to Stipulate§
81.

It is permissible to stipulate in the articles of association, in whole or in part, provisions different from those set out in this Section.

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Section F: Voting at the General Meeting

Freedom to Diversify§
82.
(a)A company may prescribe in its articles of association different voting rights for different classes of shares.
(b)Nothing in the provision of subsection (a) derogates from any other statutory provision.
(c)Where the company has not prescribed different voting rights in its articles of association, each share shall carry one vote.
Manner of Voting at a Meeting§
83.
(a)A shareholder in a public company may vote in person or by proxy, and also in writing by means of a voting instrument in accordance with the provisions of Section G.
(b)A shareholder in a private company may vote in person or by proxy, unless otherwise prescribed in the articles of association.
(c)A shareholder in a private company may vote in writing if provisions to that effect are prescribed in the articles of association.
(d)Where a shareholder has voted by more than one method, the later vote shall be counted; for this purpose, a vote cast by a shareholder in person or by proxy shall be regarded as later than a vote cast by means of a voting instrument.
Voting by Count of Votes§
84.

A resolution at a general meeting shall be adopted by a count of votes; a private company may prescribe a different decision rule in its articles of association.

Majority at a General Meeting§
85.

Resolutions of the general meeting shall be adopted by a simple majority, unless a different majority is prescribed by law or by the articles of association.

Declaration as Evidence§
86.

A declaration by the chairperson that a resolution at a general meeting has been adopted or rejected, whether unanimously or by a specified majority, shall be prima facie evidence of what is stated therein.

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Section G: Voting in Writing and Position Notices

Voting at a General Meeting by Means of a Voting Instrument§
87.
(a)In a public company, shareholders may vote at a general meeting and at a class meeting by means of a voting instrument, in which a shareholder shall indicate the manner of that shareholder's vote, on resolutions concerning the following matters:
(1)appointment and dismissal of directors;
(2)approval of acts or transactions requiring approval of the general meeting pursuant to the provisions of sections 255 and 268 to 275;
(3)approval of a merger pursuant to section 320;
(3a)authorisation of the chairperson of the board of directors or that person's relative to perform the role of general manager or to exercise the general manager's powers, and authorisation of the general manager or that person's relative to perform the role of chairperson of the board of directors or to exercise the chairperson's powers, pursuant to section 121(c);
(4)any other matter in respect of which it has been prescribed in or pursuant to the articles of association that resolutions of the general meeting shall be adopted also by means of a voting instrument;
(5)additional matters prescribed by the Minister pursuant to section 89.
(b)A voting instrument shall be sent by the company to all of its shareholders; a shareholder may indicate the manner of that shareholder's vote on the voting instrument and send it to the company.
(c)A voting instrument on which a shareholder has indicated the manner of that shareholder's vote, which has reached the company by the last date prescribed for that purpose, shall be regarded as attendance at the meeting for the purpose of constituting the quorum as provided in section 78.
(d)A voting instrument received by the company as provided in subsection (c) in respect of a particular matter on which no vote was taken at the general meeting shall be regarded as an abstention in the vote at that meeting for the purpose of a resolution to hold an adjourned meeting pursuant to the provision of section 74, and it shall be counted at the adjourned meeting to be held pursuant to the provisions of sections 74 or 79.
(e)In addition to the provisions of subsection (a), a shareholder in a public company as referred to in section 177(1) may vote at a general meeting and at a class meeting by means of a voting instrument transmitted to the company through the electronic voting system pursuant to Section B of Chapter 7a of the Securities Law, also on resolutions on any other matter on the agenda of such a meeting.
Approach to Shareholders§
88.
(a)The board of directors, and also any person at whose request the board of directors convenes a special meeting pursuant to the provisions of section 63, may approach shareholders in writing, through the company, in order to persuade them as to the manner of their vote on a matter from among the matters referred to in section 87 that is to be discussed at that meeting (hereinafter — position notice); the company shall send to shareholders the position notices pursuant to this subsection, at the company's expense, together with the voting instrument for that meeting.
(b)Where a general meeting has been convened with a matter from among the matters listed in section 87 on its agenda, a shareholder in the company may approach the company and request it to send a position notice on that shareholder's behalf to the other shareholders in the company; a position notice pursuant to this subsection may be at the expense of the shareholder or at the expense of the company, all as prescribed by the Minister pursuant to the provisions of section 89; however, a company may prescribe that all position notices pursuant to this subsection shall be at the company's expense.
(c)The board of directors of a company may send a position notice to shareholders in response to a position notice sent as provided in subsections (a) or (b), or in response to another approach to shareholders of the company.
(d)A shareholder as defined in section 177(1) is entitled to receive, subject to the provisions made pursuant to section 89(5), unconditionally, from the stock exchange member through whom the shares are held, a voting instrument and position notices.
Regulations§
89.

The Minister may, after consultation with the Minister of Finance and with the Securities Authority, prescribe provisions in respect of a voting instrument and a position notice pursuant to this Section, inter alia on the following matters:

(1)matters additional to those prescribed in section 87 to which this Section shall apply;
(2)granting a full or partial exemption from the application of the provisions of sections 87 and 88, in respect of classes of certain companies in a classification to be prescribed, having regard, inter alia, to the rate of holdings held by the controlling shareholder in those companies, to the majority required for adopting a resolution at the general meeting in certain companies, and also having regard to the place of listing for trading of the company's securities;
(3)granting an exemption from sending voting instruments and position notices to some of the shareholders in certain companies, having regard to the rate of voting rights or the value of the shares held by them, and where the shareholders referred to in section 177(1) are concerned — also having regard to the rate of voting rights and the value of the shares held by each stock exchange member separately in each securities account;
(4)the manner of delivering voting instruments and position notices to shareholders, and the manner of sending voting instruments to the company including through stock exchange members or through a corporation under their control or through another corporation, the obligation to attach a confirmation evidencing ownership of shares on the record date, and also dates and timetables for carrying out the actions required for the implementation of the provisions of this Section;
(5)the maximum consideration to be paid in respect of the sending of a voting instrument or a position notice, and the manner of imposing the payments and expenses in respect of such sending among the various parties that take part therein;
(6)publication of position notices and voting instruments in a manner to be prescribed, as an alternative to delivering them to shareholders;
(7)the manner of supervising the implementation of the provisions pursuant to this Section, including as regards the obligation to maintain records of the implementation of provisions prescribed by the Minister;
(8)a standard form for the text of a voting instrument and a position notice in respect of matters to which this Section applies.

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