Israeli Legislation.com
OrdinanceCorporate & Business

Companies Ordinance [New Version], 5743-1983

פקודת החברות [נוסח חדש], תשמ"ג-1983

Published: 1983-08-19Consolidated Hebrew text as of 2019-09-15 · Last amended 2018-03-15✓ Amendment status checked against the Knesset legislation record on 2026-09-04
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 C: Registration of Charges in the Company

Register of Charges§
172.
(a)A company shall keep at its registered office a register of charges and shall enter therein all charges specifically affecting any property of the company and all floating charges on its undertaking or property; such entry shall include a short description of the property charged, the amount of the charge, and the names of the chargees or persons entitled under it if it is not to bearer, and the amount of any fee payable to the Registrar the payment of which has been deferred by law.
(b)Any office holder in a company who knowingly and wilfully approved or permitted the omission of any entry required under this section shall be liable to a fine.
Inspection of Documents and Register§
173.
(a)A company shall keep at its registered office a copy of every instrument creating a charge (security interest) that is registrable with the Registrar under this Ordinance and a copy of one debenture from each series of uniform debentures; these copies and the register of charges shall, during business hours, be open for inspection free of charge by any creditor or member of the company, subject to any reasonable restriction imposed thereon by the company at a general meeting, provided that not less than two hours of inspection per day are allowed; the register of charges shall be open for inspection by any person against a sum fixed by the company not exceeding the amount prescribed by Regulations.
(b)If inspection is refused, the court may make an Order compelling immediate inspection, and in addition every office holder in the company who refuses to permit inspection and every director or manager in the company who approved the refusal or who knowingly and wilfully permitted it shall be liable to a continuing fine.
Register of Debenture Holders§
174.
(a)Every register of debenture holders of a company shall be open for inspection by any registered holder of a debenture and by any shareholder of the company, subject to any reasonable restriction imposed thereon by the company at a general meeting, provided that not less than two hours of inspection per day are allowed; this provision shall not apply during certain periods, not exceeding thirty days in aggregate in any year, during which the register is closed in accordance with provisions contained in the articles, the debentures, the stock certificates, the trust deed or other document containing the security for the debentures; every person entitled to inspect as aforesaid may require a copy of the register or any part thereof, against a sum fixed by the company not exceeding the amount prescribed by Regulations.
(b)If inspection is refused, the company and every office holder therein who knowingly approved or permitted the refusal shall be liable to a fine and a continuing fine, and the court may make an Order compelling immediate inspection of the register.

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: Re-issue of Debentures

Power of Re-issue§
175.
(a)A company that has redeemed debentures previously issued shall have power to re-issue them, either by re-issuing those same debentures or by issuing other debentures in their place, unless there is a provision to the contrary, express or implied, in its articles or in any contract entered into by it, or unless the company has, by passing a resolution to that effect or by some other act, manifested its intention that the redeemed debentures shall be cancelled; upon such re-issue (hereinafter in this Section — re-issue) the holder of every such debenture shall have the same priorities as he would have had if the debentures had never been redeemed.
(b)A company that has power to re-issue shall be required to include in its balance sheet particulars relating to the debentures capable of re-issue.
Deposit as Security Not a Redemption§
176.

Where a company has deposited its own debentures as security for advances on current account or otherwise, the debentures shall not be deemed to have been redeemed by reason only that the account has ceased to be in debit while the debentures remain so deposited.

Effect of Re-issue as to Amount, Number and Stamp Duty§
177.
(a)A re-issue shall not be treated as a new issue for the purposes of any provision limiting the amount or number of debentures that may be issued.
(b)Every re-issue shall be treated as a new issue for the purposes of stamp duty; however, a person who lends money on the security of a debenture re-issued under this Section that appears to be duly stamped may use it as evidence in any proceedings for the enforcement of the security, and if it is found not to be duly stamped he shall not be liable to pay the unpaid stamp duty or penalty unless he knew of the deficiency or could have discovered it had he not been negligent; the obligation to pay the proper stamp duty and any penalty shall be on the company.

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: Registration of Charges with the Registrar

Charges Requiring Registration§
178.
(a)A charge of a kind listed below, created by a company registered in Israel, shall be void against the trustee under Part 8-A of the Companies Law, 5759-1999, or under Chapter VI of Part 2 of the Insolvency and Economic Rehabilitation Law and any creditor of the company, to the extent that it imposes a security on its assets or undertaking, unless the prescribed particulars of the charge and the instrument creating or evidencing it, if any such instrument exists, are delivered to or received by the Registrar, in the manner and within the time specified in section 179, for registration as required under this Ordinance; and the charges are:
(1)a charge (security interest) as security for debentures, including a floating charge or a charge (security interest) on uncalled share capital, on unpaid calls and on goodwill;
(2)a charge (security interest) on real property wherever situate, or on any interest in such property;
(3)a charge (security interest) on movable property, where the property is not in the possession of the chargee;
(4)a charge (security interest) on book debts;
(5)a charge (security interest) on ships or shares therein;
(6)a charge (security interest) on patents, designs or models, licences under patents, designs or models, trade marks or copyright.
(b)Where a negotiable instrument is given to a company as security for book debts and the company deposits it as security for obtaining a loan, that deposit shall not be treated as a charge (security interest) on book debts for the purposes of this section.
(c)Where a charge (security interest) is void as referred to in subsection (a), this shall not affect any contract or obligation for the repayment of the money secured by the charge, and repayment of that money shall become immediately due.
Manner and Time of Registration§
179.
(a)The time for delivering or receiving the particulars and the instrument under section 178 is —
(1)in the absence of any other provision — within twenty-one days from the day on which the charge was created;
(2)in the case of a charge on real property in Israel — within twenty-one days from the day on which the Land Registrar approved the transaction for registration, whether it was executed before him or before a lawyer;
(3)in the case of a charge created outside Israel on property situated outside Israel only — within twenty-one days from the day on which the instrument could have been received in Israel by ordinary post had it been dispatched with due expedition; for the purposes of this paragraph a copy of the instrument, authenticated as prescribed, may be delivered.
(b)In the case of a charge created in Israel that includes property situated outside Israel, the instrument referred to in section 178 may be sent for registration even if further proceedings are required in order to render the charge valid under the law of the country in which the property is situated.
Acquisition of Charged Property§
180.
(a)Where a company registered in Israel acquires property subject to a charge that would have been required to be registered under this Section had it been created by the company after the acquisition, the company is required to ensure that the particulars required under section 178 and a copy, authenticated as prescribed, of the instrument creating or evidencing the charge are delivered to the Registrar for registration within twenty-one days after the date on which the acquisition was completed; and if the property acquired is situated outside Israel and the charge was created outside Israel, the provisions of section 179(a)(3) shall apply with respect to that time.
(b)If the company contravenes the provisions of this section, the company and every office holder therein who knowingly and wilfully approved or permitted the contravention shall be liable to a continuing fine.
Registrar's Registers of Charges§
181.

The Registrar shall maintain for every company a register of registration, in the prescribed form, of all charges created by it that are required to be registered under this Section (hereinafter — the register of charges), and shall record therein the particulars delivered for registration under section 178.

Inspection of Registers of Charges§
182.

The Registrar's registers of charges shall be open for inspection by any person upon payment of the prescribed fee.

Registration of a Series of Debentures§
183.
(a)A company that has created a series of debentures containing, either directly or by reference to another document, a charge (security interest) on a pari passu basis in favour of the holders of the debentures of the series, it shall suffice if, within twenty-one days after the date of execution of the document containing the charge (security interest) or after the date of execution of a debenture where there is no such document, the document or one of the debentures in the series, as the case may be, together with the following particulars, which shall be registered against the prescribed fee in the Registrar's register, reach the Registrar:
(1)the total amount secured by the series;
(2)the dates of the resolutions authorising the issue of the series and the date of the document creating or defining the security, if any;
(3)a general description of the property charged;
(4)the names of the trustees for the debenture holders, if any.
(b)Where more than one issue of a series of debentures has been made, the date and amount of each issue shall be sent to the Registrar for registration in the register, but any omission to do so shall not affect the validity of the debentures issued.
Commission, Allowance, Discount§
184.
(a)Where a company has paid a commission, allowance or discount, directly or indirectly, in consideration of any person subscribing or agreeing to subscribe, whether absolutely or conditionally, for any debentures of the company, the particulars required to be sent for registration under this Section shall also include particulars of the amount or rate per cent of the commission, allowance or discount given, but any omission to do so shall not affect the validity of the debentures issued.
(b)The deposit of debentures as security for a debt of the company shall not, for the purposes of this section, be treated as an issue of debentures at a discount.
Certificate of Registration of Charge§
185.
(a)The Registrar shall issue a certificate signed by him of the registration of every charge (security interest), specifying the amount secured thereby; the certificate shall be conclusive evidence that all the requirements as to registration have been complied with.
(b)A copy of the certificate of registration under this section shall be endorsed on every debenture, or debenture stock certificate, issued by the company after the creation of the registered charge (security interest) and the payment of which is secured thereby.
Registration of Charge on Application of Interested Person§
186.

The duty of sending to the Registrar the particulars required to be registered under this Section in respect of every charge (security interest) and every issue of debentures is imposed on the company, but the registration of a charge (security interest) may be effected on the application of any person interested therein, and where that person has duly paid fees to the Registrar in respect thereof, he may recover the amount thereof from the company.

Application to Foreign Companies§
187.

A company incorporated outside Israel that has a fixed place of business in Israel — this Section shall apply to charges on property in Israel created by it after the 5th of Iyar 5689 (15 May 1929) and to charges on property acquired by it in Israel after that date.

Delivery of Copy to Registrar§
188.
(a)A copy of every trust deed for securing an issue of debentures, of every document creating a charge (security interest) and of every debenture required to be registered shall be sent by the company to the Registrar within twenty-one days of the date of their execution if executed in Israel, and if executed outside Israel — within twenty-one days after the day on which they could have been received in Israel in the ordinary course of post if despatched with reasonable expedition; in the case of a series of debentures, a copy of one debenture from the series shall suffice.
(b)If a provision of this section is contravened, the company and every office holder thereof who knowingly and wilfully authorised or permitted the contravention shall be liable to a continuing fine.
Chronological Registration§
189.

The Registrar shall maintain a chronological register, in the prescribed form and with the prescribed particulars, of charges (security interests) registered with him under this Ordinance.

Memorandum of Satisfaction§
190.

Where evidence has been produced to the satisfaction of the Registrar that a debt for the security of which a registered charge (security interest) was given has been satisfied, he may direct that a memorandum of satisfaction be entered in the register and shall send a copy of that memorandum to the company on its request.

Rectification of the Register of Charges§
191.

Where the Registrar is satisfied that the omission to register a charge (security interest) within the time required, or the omission or misstatement of any particular with respect to any such charge (security interest) or memorandum of satisfaction, was due to accident or inadvertence or some other sufficient cause, or is not of a nature to prejudice the position of creditors or shareholders, or that on other grounds it is just and equitable to grant relief, he may, on the application of the company or any interested person, extend the time for registration or rectify the register, on such terms as he thinks just and expedient; if the Registrar rejects the application, the applicant may appeal against his decision to the court within fourteen days from the day on which the decision was served on him.

Contravention of Provisions§
192.
(a)A company that has failed to send for registration the particulars of a charge (security interest), or the particulars of an issue of a series of debentures, required to be registered under this Ordinance, and every office holder thereof who knowingly was party to the default, shall be liable to a continuing fine, unless the registration was effected on the application of another person.
(b)Subject to subsection (a), a company that has failed to comply with any requirement of this Ordinance in relation to registration with the Registrar of a charge (security interest) created by it, and every office holder thereof who knowingly and wilfully authorised or permitted the contravention, shall be liable to a fine, without prejudice to any other liability.
(c)A person who knowingly and wilfully authorised or permitted the delivery to any person of a debenture or debenture stock certificate required to be registered with the Registrar without a copy of the registration certificate being endorsed thereon, shall be liable to a fine, without prejudice to any other liability.
Registration of Deferred Fee§
193.

Where the payment of a fee payable to the Registrar has been deferred by law, the Registrar shall enter in the register of charges the amount of the deferred fee, and after it has been paid, in whole or in part, the fact shall be registered in the register on the application of the company.

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 →
← 123 →

Page 2 of 3

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