Partnerships Ordinance [New Version], 5735-1975

A limited partnership shall be formed in the manner and on the conditions set out in this Ordinance, and the provisions of the Ordinance shall apply to it, except insofar as they are inconsistent with any express provision relating to the matter in question.

A limited partnership shall be registered by sending a notice by post to the Registrar or delivering it to the Registrar, signed by the partners, and containing, in addition to the particulars required of an ordinary partnership, a statement that the partnership is limited, and particulars of every limited partner and of the sum contributed by that partner and whether it was paid in cash or otherwise.

Any arrangement or transaction by virtue of which a person ceases to be a general partner in a partnership and becomes a limited partner therein, or by virtue of which a right in a partnership passes from a limited partner to another person, shall have no effect for the purposes of this Ordinance so long as notice thereof has not been published in Reshumot (Official Gazette).

"general meeting" means an annual meeting or a special meeting;

"special meeting" means a general meeting of participation unit holders that is not an annual meeting;

"annual meeting" means a meeting of participation unit holders pursuant to section 65ab;

"director with accounting and financial expertise" and "director with professional qualifications" have the meanings assigned to them under section 240(a1)(2) of the Companies Law;

"initiative fees" means any asset given by the public limited partnership to the general partner company, to its controlling shareholder or to a company under the controlling shareholder's control, in accordance with the partnership regulations, derived from the assets, income or profits of the partnership, whether in cash or in any other manner;

"trust agreement" means an agreement entered into between the limited partner as trustee on behalf of participation unit holders whose units confer rights in the limited partner, and the supervisor, as amended from time to time;

"audit committee" means an audit committee appointed pursuant to section 65e(a);

"remuneration committee" means a remuneration committee appointed pursuant to section 65f(a);

"general partner company" means a company that is the general partner in a public limited partnership pursuant to section 65b;

"Companies Law" means the Companies Law, 5759-1999;

"Securities Law" means the Securities Law, 5728-1968;

"participation unit" means a bundle of rights conferring the right of a limited partner in a public limited partnership or a bundle of rights in the limited partner of a public limited partnership, as determined by law, by the trust agreement and by the partnership regulations;

"participation unit holder" means any of the following:

"supervisor" means a person appointed pursuant to sections 65q and 65r to supervise the rights of participation unit holders;

"office holder", in a public limited partnership, means an office holder as defined in the Companies Law, with the necessary modifications;

"personal interest" has the meaning assigned to it in the Companies Law, with the necessary modifications, excluding a personal interest arising from the right of the general partner company, of its controlling shareholder or of a company under the controlling shareholder's control to receive initiative fees;

"public limited partnership" means a limited partnership whose participation units or participation units in a limited partner therein are listed for trading on a stock exchange or were offered to the public pursuant to a prospectus as defined in the Securities Law, or were offered to the public outside Israel pursuant to a public offer document required under the law outside Israel, and are held by the public;

"the Minister" means the Minister of Justice.

The provisions of Section A of Chapter III of Part 3 of the Companies Law shall apply to the general partner company as if it were a public company, with the necessary modifications and with the following modifications: throughout, instead of "the company" read "the public limited partnership and the general partner company".

The provisions of Sections B, C and D of Chapter III of Part 3 of the Companies Law shall apply to the general partner company as if it were a public company, with the necessary modifications and with the following modifications: the chairperson of the board of directors shall convene the board of directors as provided in section 98(c) of the Companies Law, also by reason of a notice from the supervisor pursuant to section 65u(d), and if a board of directors meeting is not convened as provided in section 98(d) of that Law, the supervisor shall also be entitled to convene it.

The provisions of Chapter IV of Part 3 of the Companies Law shall apply to the general partner company as if it were a public company, with the necessary modifications and with the following modifications:

The provisions under Sections A to D of Chapter I and Chapter II of Part 6 of the Companies Law shall apply to the general partner company as if it were a public company, with the necessary modifications and with the following modifications: in section 233, after "shareholder" read "participation unit holder", and in section 234, instead of "to the company" read "to the general partner company or to the public limited partnership, as the case may be".

The provisions under Section E of Chapter I of Part 6 of the Companies Law shall apply to the general partner company as if it were a public company, with the necessary modifications and with the following modifications:

The general partner company and office holders in the general partner company or in the public limited partnership owe the public limited partnership a duty of care and a fiduciary duty, and the provisions of Sections A and B of Chapter III of Part 6 of the Companies Law shall apply in this regard, with the necessary modifications; office holders in the general partner company shall prefer the interests of the public limited partnership over the interests of the general partner company.

The provisions of Section C of Chapter III of Part 6 of the Companies Law shall apply to the public limited partnership with the necessary modifications and with the following modifications: throughout, instead of "company" read "public limited partnership or general partner company", instead of "office holder" read "general partner company or office holder in the public limited partnership or in the general partner company", and instead of "articles of association" read "partnership regulations".