Companies Ordinance [New Version], 5743-1983

In this Ordinance —

"debenture" means a document issued by a company or a cooperative society whereby it undertakes to pay money on a fixed date or upon the occurrence of a specified condition and charges its assets or undertaking, all or part thereof, as security therefor, and includes debenture stock;

"court", in relation to a company, means the court competent to wind it up;

"dividend", on shares — (Repealed);

"director" includes any person acting in the capacity of director, by whatever name called;

"capital" includes redeemable capital;

"company" means a company incorporated and registered under this Ordinance or under the Companies Ordinance, 1919, or under the Companies Ordinance, 1921;

"unlimited company" — (Repealed);

"limited company" — (Repealed);

"company limited by shares" means a company that has a share capital and whose members' liability is limited by its memorandum to the amount, if any, unpaid on the shares held by each of them;

"company limited by guarantee" — (Repealed);

"private company" — (Repealed);

"public company" — (Repealed);

"foreign company" means a company registered outside Israel and any body of persons, other than a partnership, registered or incorporated outside Israel;

"Insolvency and Economic Rehabilitation Law" means the Insolvency and Economic Rehabilitation Law, 5778-2018;

"Official Receiver" — (Repealed);

"share" means a specified portion of the share capital of a company, and includes stock where there is no express or implied distinction between stock and shares;

"redeemable shares" means a share that is to be redeemed, or that is liable to be redeemed at the option of the company;

"document" includes a summons, notice, Order, or other court process or register;

"identity number" —

"address" —

"contributory", in a company being wound up — (Repealed);

"office holder", in a company, means a director, manager, secretary or holder of any other office therein;

"series of debentures" means two or more debentures intended to rank equally in respect of payment and security for payment;

"records" includes accounts, bills, writings and documents;

"continuing fine" means a fine as referred to in section 61(c) of the Penal Law, 5737-1977, for each day on which the offence continued;

"profit" includes mutual indemnification for loss and mutual assistance by way of loans;

"Registrar", in relation to companies, means the Registrar of Companies or the Deputy Registrar;

"share warrant" — (Repealed);

"charge (security interest)" means a mortgage and every other form of giving assets as security;

"floating charge" means a charge (security interest) on all or part of the assets and undertaking of the company as they may be from time to time, but subject to the power of the company to create specific charges on its assets or any part thereof;

"memorandum" means the memorandum of association of a company as originally framed or as altered in accordance with the provisions of this Ordinance;

"prospectus" means a prospectus the publication of which has been authorised under the Securities Law, 5728-1968;

"articles" means the articles of association of a company as originally framed or as altered by special resolution, including the regulations in Table B of the Schedule to the Companies Ordinance, 1921, or in the Second Schedule to this Ordinance, to the extent that they apply to the company;

"the Minister" means the Minister of Justice.

The Minister may at any time revoke a permit granted under section 32, provided that he gives the company written notice of his intention to do so and affords it an opportunity to be heard against the revocation; upon revocation of the permit, the Registrar shall add the word "Ltd." to the name of the company in the register of companies, and the company shall cease to enjoy any exemption and privilege under section 32.

"company" includes a cooperative society registered under the Cooperative Societies Ordinance;

"Registrar", in relation to a cooperative society, means the Registrar of Cooperative Societies.

A company may, subject to any restriction in its memorandum, articles or regulations, charge by way of individual debentures or series of debentures its assets — both real property and movable property, in possession and in expectancy, present and future, including uncalled share capital, unpaid calls and goodwill — as security for existing, future or contingent liabilities; however, debentures may not be issued in series except under an express licence to that effect from the Minister of Finance, and a company holding a permit under section 32 shall not issue any debentures except under such a licence.

A debenture, whether individual or in a series, may be issued as payable to a registered holder; however, no debenture shall be issued as payable to bearer.

Holders of debentures secured by a floating charge, or their trustees where there is a trust deed, may apply to the court at any time for an Order restraining the person in charge of the land register from registering in the land registers — except by Order of the court — any further charge (security interest) on, or sale of, real property then registered in the name of the company and not excluded from the charged assets; and if the court is satisfied that the security given to the debenture holders has been impaired, or that there are other grounds of justice and equity for acceding to their application, it may make the Order accordingly on such terms as it thinks fit regarding costs and other matters.