Israeli Legislation.com
LawCivil LawCorporate & Business

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
Premium
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

This English text was translated from the official Hebrew using a range of translation tools, and it undergoes ongoing checks and updates. It is not a certified translation.

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 H: Minutes of the Meeting

Minutes of a General Meeting§
90.
(a)A company shall draw up minutes of the proceedings at the general meeting and shall keep them at its registered office for a period of seven years from the date of the meeting.
(b)Minutes signed by the chairperson of the meeting shall constitute prima facie evidence of what is stated therein.
(c)The register of minutes of general meetings shall be kept at the registered office of the company, shall be open for inspection by its shareholders, and a copy thereof shall be sent to any shareholder who has requested it.

Need to cite this law in a foreign court?

Eli Shimony Israeli Attorneys-at-Law provides certified Expert Legal Opinions on Israeli law within 24–48 hours, accepted by courts worldwide.

Contact Us →

Section I: Defects in the Convening of a Meeting

Defects in the Convening of a Meeting§
91.
(a)The court may, on the application of a shareholder, order the cancellation of a resolution adopted at a general meeting that was convened or conducted without the conditions prescribed for that purpose under this Law or in the articles of association having been fulfilled.
(b)Where the defect in the convening relates to the notice of the place of convening of the meeting or its date, a shareholder who attended the meeting notwithstanding the defect shall not be entitled to demand cancellation of the resolution.

Need to cite this law in a foreign court?

Eli Shimony Israeli Attorneys-at-Law provides certified Expert Legal Opinions on Israeli law within 24–48 hours, accepted by courts worldwide.

Contact Us →

Chapter III: The Board of Directors

Section A: Powers of the Board of Directors

Powers and Functions of the Board of Directors§
92.
(a)The board of directors shall determine the policy of the company and shall supervise the performance of the functions and acts of the general manager, and in particular —
(1)it shall determine the operational plans of the company, the principles for their financing, and the order of priorities among them;
(2)it shall examine the financial position of the company and shall determine the credit framework that the company is entitled to take;
(3)it shall determine the organisational structure and the salary and remuneration policy;
(4)it may resolve on the issuance of a series of bonds;
(5)it is responsible for the preparation of financial statements and their approval, as provided in section 171;
(6)it shall report to the annual meeting on the state of the company's affairs and on the business results as provided in section 173;
(7)it shall appoint and dismiss the general manager as provided in section 250;
(8)it shall resolve on acts and transactions requiring its approval under the articles of association or pursuant to the provisions of sections 255 and 268 to 275;
(9)it may allot shares and securities convertible into shares up to the limit of the registered share capital of the company, pursuant to the provisions of section 288;
(10)it may resolve on a distribution as provided in sections 307 and 308;
(11)it shall express its opinion on a special tender offer as provided in section 329;
(12)in a public company and in a private company that is a bond company — it shall determine the minimum number of directors on the board of directors who are required to possess accounting and financial expertise, as defined pursuant to section 240 (in this Law — directors with accounting and financial expertise); the board of directors shall determine the said minimum number having regard, inter alia, to the type of company, its size, the scope of the company's activity and the complexity of its activity, and subject to the number of directors prescribed in the articles of association pursuant to section 219.
(b)The powers of the board of directors pursuant to this section may not be delegated to the general manager, except as set out in section 288(b)(2).
Board of Directors Comprising One Person§
93.
(a)In a private company that is not a bond company, a board of directors comprising one person may exist.
(b)The provisions of this Section shall apply to a board of directors comprising one person; the provisions of Section F shall apply to resolutions of such a board of directors, with the necessary modifications; the remaining provisions of this Chapter shall not apply to a board of directors comprising one person.

Need to cite this law in a foreign court?

Eli Shimony Israeli Attorneys-at-Law provides certified Expert Legal Opinions on Israeli law within 24–48 hours, accepted by courts worldwide.

Contact Us →

Section B: Chairperson of the Board of Directors

Election of Chairperson of the Board of Directors§
94.
(a)The board of directors of a public company or a private company that is a bond company shall elect one of its members to serve as chairperson of the board of directors, unless a different manner of appointment is prescribed in the articles of association.
(b)In a private company that is not a bond company, there is no obligation to appoint a chairperson of the board of directors; where no chairperson of the board of directors has been appointed in a private company that is not a bond company, each of the directors shall be entitled to convene the board of directors and to determine its agenda, unless otherwise prescribed in the articles of association.
Restriction on Election of Chairperson of the Board of Directors§
95.
(a)In a public company, the general manager of the company or that person's relative shall not serve as chairperson of the board of directors, except pursuant to the provisions of section 121(c); a person who is subordinate to the general manager, directly or indirectly, shall not serve as chairperson of the board of directors in a public company; a director in a corporation controlled by a public company may serve as chairperson of the board of directors in the public company.
(b)In a public company, the powers of the general manager shall not be conferred on the chairperson of the board of directors or on that person's relative, except pursuant to the provisions of section 121(c); powers vested in a person who is subordinate to the general manager, directly or indirectly, shall not be conferred on the chairperson of the board of directors in a public company; the chairperson of the board of directors in a public company shall not serve in any other position in that company or in a corporation controlled by it, but may serve as chairperson of the board of directors or as a director in a corporation controlled by the company.
(c)The provisions of subsection (a) shall not apply for three months from the date on which a company became a public company.
(d)The provisions of this section shall apply to a private company that is a bond company, with the necessary modifications and with the following modification: everywhere, instead of "section 121(c)" read "section 121(d)".
Conduct of a Board of Directors Meeting§
96.
(a)The chairperson of the board of directors shall conduct the meetings of the board of directors.
(b)Where the chairperson of the board of directors is absent from a meeting, the board of directors shall elect one of its members to conduct the meeting and to sign the minutes of the discussion, but the person so elected shall not have an additional vote in the votes of the board of directors as provided in section 107, all unless otherwise prescribed in the articles of association.

Need to cite this law in a foreign court?

Eli Shimony Israeli Attorneys-at-Law provides certified Expert Legal Opinions on Israeli law within 24–48 hours, accepted by courts worldwide.

Contact Us →

Section C: Convening Meetings of the Board of Directors

Meetings of the Board of Directors§
97.

The board of directors shall convene for meetings as required by the needs of the company, and at least once a year, and in a public company and also in a private company that is a bond company, at least once every three months.

Convening the Board of Directors§
98.
(a)The chairperson of the board of directors may convene the board of directors at any time.
(b)The board of directors shall hold a meeting, on a matter to be specified, at the request of any of the following:
(1)two directors, and in a company whose board of directors numbers up to five directors — one director;
(2)one director, if a provision to that effect is prescribed in the articles of association of the company or if the circumstances set out in section 257 exist.
(c)The chairperson of the board of directors shall convene the board of directors pursuant to a request as provided in subsection (b), or if the circumstances set out in section 122(d) exist by reason of a notice or report by the general manager or by reason of a notice from the auditor of the company pursuant to section 169.
(d)Where a meeting of the board of directors has not been convened within fourteen days of the date of the request as provided in subsection (b), or of the date of the notice or report by the general manager in which the circumstances set out in section 122(d) exist, or of the date of the notice from the auditor pursuant to section 169, any of those listed in subsections (b) and (c) shall be entitled to convene a meeting of the board of directors to discuss the matter specified in the request, notice or report, as the case may be, unless a different provision regarding the time of convening has been prescribed in the articles of association.

Need to cite this law in a foreign court?

Eli Shimony Israeli Attorneys-at-Law provides certified Expert Legal Opinions on Israeli law within 24–48 hours, accepted by courts worldwide.

Contact Us →

Section D: Meetings of the Board of Directors and the Manner of their Conduct

Agenda§
99.

The agenda of meetings of the board of directors shall be determined by the chairperson of the board of directors, and it shall include:

(1)matters determined by the chairperson of the board of directors;
(2)matters determined as provided in section 98;
(3)any matter that a director or the general manager has requested the chairperson of the board of directors, within a reasonable time before the convening of a meeting of the board of directors, to include on the agenda, unless otherwise prescribed in the articles of association.
Notice of a Meeting of the Board of Directors§
100.
(a)Notice of a meeting of the board of directors shall be given to all of its members a reasonable time before the date of the meeting, unless a different provision prescribing the time of delivery has been prescribed in the articles of association.
(b)Notice pursuant to subsection (a) shall be delivered to the address of the director notified in advance to the company, and shall specify the date of the meeting and the place at which it is to be convened, as well as a reasonable description of all matters on the agenda, all unless otherwise prescribed in the articles of association.
(c)In a public company and in a private company that is a bond company, it is not possible to stipulate in the articles of association provisions different from the obligation to provide a reasonable description of all matters on the agenda in the notice of the convening of a meeting of the board of directors, nor from the obligation pursuant to subsection (a).
Holding a meeting by means of communication§
101.

The board of directors may hold meetings by use of any means of communication, provided that all participating directors can hear one another simultaneously, unless this authority has been denied by the articles of association.

Convening the board of directors without notice§
102.

Notwithstanding the provisions of section 100, in a private company that is not a bond company the board of directors may, with the consent of all the directors, convene for a meeting without notice, unless this authority has been denied by the articles of association; and the board of directors of a private or public company may, in urgent cases and with the consent of a majority of the directors, convene for a meeting without notice.

Adoption of resolutions without convening§
103.
(a)The board of directors may adopt resolutions even without actually convening, provided that all the directors who are entitled to participate in the deliberation and to vote on the matter brought for resolution have agreed not to convene for deliberation on that matter, unless this authority has been denied by the articles of association.
(b)Where resolutions have been adopted as referred to in subsection (a), a record of the resolutions, including the resolution not to convene, shall be drawn up and signed by the chairperson of the board of directors.
(c)The provisions of section 108 shall apply, with the necessary modifications, to a resolution as referred to in subsection (a).
(d)The chairperson of the board of directors is responsible for the implementation of the provisions of this section.
Quorum at meetings of the board of directors§
104.

The quorum for the opening of a meeting of the board of directors shall be a majority of the members of the board of directors, unless otherwise prescribed in the articles of association.

Need to cite this law in a foreign court?

Eli Shimony Israeli Attorneys-at-Law provides certified Expert Legal Opinions on Israeli law within 24–48 hours, accepted by courts worldwide.

Contact Us →

Section E: Voting at the Board of Directors

Voting at the board of directors§
105.

At a vote of the board of directors, each director shall have one vote, unless otherwise prescribed in the articles of association.

Independent discretion and voting agreements§
106.
(a)A director, in that director's capacity as such, shall exercise independent discretion when voting at the board of directors, shall not be a party to a voting agreement, and failure to exercise independent discretion as aforesaid or a voting agreement shall be regarded as a breach of fiduciary duty.
(b)No person shall perform any of the functions of a director unless that person has been lawfully appointed to the position of director, and no person shall impair the independent discretion of a director.
(c)Without derogating from the provisions of any law, the duties and liabilities applicable to directors under any law shall apply to a person who has breached the provisions of subsection (b).
Adoption of resolutions§
107.

Resolutions of the board of directors shall be adopted by a simple majority; where the votes are equal, the chairperson of the board of directors shall have an additional vote, all as may be prescribed otherwise in the articles of association.

Need to cite this law in a foreign court?

Eli Shimony Israeli Attorneys-at-Law provides certified Expert Legal Opinions on Israeli law within 24–48 hours, accepted by courts worldwide.

Contact Us →

Section F: Minutes of Meetings of the Board of Directors

Minutes of meetings of the board of directors§
108.
(a)A company shall draw up minutes of the proceedings at meetings of the board of directors, and shall keep them at its registered office or at another address in Israel of which the company has notified the Registrar, for a period of seven years from the date of the meeting.
(b)Minutes that have been approved and signed by the director who chaired the meeting shall serve as prima facie evidence of the matters recorded therein.

Need to cite this law in a foreign court?

Eli Shimony Israeli Attorneys-at-Law provides certified Expert Legal Opinions on Israeli law within 24–48 hours, accepted by courts worldwide.

Contact Us →

Section G: Defects in the Convening of a Meeting of the Board of Directors

Defects in the convening of the meeting§
109.
(a)A resolution adopted at a meeting of the board of directors that convened without the preconditions for its convening having been fulfilled (hereinafter — a convening defect) may be annulled at the demand of any of the following:
(1)a director who was present at the meeting, provided that that director demanded that the adoption of the resolution in respect of which the defect occurred be avoided, before it was adopted;
(2)a director who was entitled to be invited to the meeting but was not present thereat, and this within a reasonable time after becoming aware of the resolution and no later than the first meeting of the board of directors to be held after that director became aware of the resolution;
(3)where the convening defect relates to a notice concerning the place of convening of the meeting or its time, a director who attended the meeting notwithstanding the said defect shall not be entitled to demand the annulment of the resolutions.
(b)Nothing in the provisions of subsection (a) shall derogate from the validity of an act performed on behalf of the company in respect of which the provisions of the second part of section 56(a) have been fulfilled.

Need to cite this law in a foreign court?

Eli Shimony Israeli Attorneys-at-Law provides certified Expert Legal Opinions on Israeli law within 24–48 hours, accepted by courts worldwide.

Contact Us →

Section H: Committees of the Board of Directors

Establishment of committees§
110.
(a)The board of directors may establish board committees, unless otherwise prescribed in the articles of association.
(b)A person who is not a member of the board of directors shall not serve on a board committee to which the board of directors has delegated its powers.
(c)A person who is not a member of the board of directors may also serve on a board committee whose function is solely to advise the board of directors or to make recommendations, unless otherwise prescribed in the articles of association.
Operation of a committee§
111.
(a)A resolution adopted or an act performed by a board committee pursuant to authority delegated to it from the powers of the board of directors shall be deemed a resolution adopted or an act performed by the board of directors, unless otherwise prescribed in the articles of association.
(b)A board committee shall report to the board of directors on a regular basis on its resolutions or recommendations; resolutions or recommendations of a board committee that require the approval of the board of directors shall be brought to the attention of the directors a reasonable time before deliberation at the board of directors.
(c)Sections B to G shall apply, with the necessary modifications, also to the convening of committee meetings and the manner of their conduct.
(d)Minutes of board committees shall be drawn up and kept as referred to in section 108.
Restriction on delegation of powers§
112.
(a)The board of directors is not entitled to delegate its powers to a board committee in respect of the following matters:
(1)determination of the general policy of the company;
(2)distribution, unless the matter concerns a repurchase of shares of the company in accordance with a framework established in advance by the board of directors;
(3)determination of the position of the board of directors on a matter requiring approval of the general meeting or the giving of an opinion as referred to in section 329;
(4)appointment of directors, where the board of directors is entitled to appoint them;
(5)issuance or allotment of shares or of securities convertible into shares or exercisable for shares, or of a series of bonds, except as set out in section 288(b);
(6)approval of financial statements;
(7)approval by the board of directors of transactions and acts requiring approval of the board of directors pursuant to the provisions of sections 255 and 268 to 275.
(b)A company may not stipulate otherwise in its articles of association with respect to the provisions of subsection (a); however, it may prescribe in its articles of association additional matters in which resolutions shall be adopted by the board of directors alone.
(c)The board of directors may establish committees in respect of the matters enumerated in subsection (a) for the purpose of making recommendations only.
Annulment of committee resolutions§
113.

The board of directors may annul a resolution of a committee appointed by it; however, such annulment shall not derogate from the validity of a resolution of a committee upon which the company acted vis-à-vis another person who was not aware of its annulment.

Need to cite this law in a foreign court?

Eli Shimony Israeli Attorneys-at-Law provides certified Expert Legal Opinions on Israeli law within 24–48 hours, accepted by courts worldwide.

Contact Us →
← 1…456…23 →

Page 5 of 23

Read the entire law on one page — continuous text, no page breaks, plus PDF downloads.