Hanner & Ofer, Lawyers in Israel >> Israel Company Registration >>
Israel Company Registration >> List of Company Law Articles >> Israel Company Law
Israel Company Registration
Nominee Shareholder
Nominee Director
Incorporate with a Nominee Director
Nominee Director Duty
Foreign Company Options

Register foreign company in Israel

Israel Options Comparison
Declaration of Trust
Deed of Trust
Foreign Shareholder
Corporate Foreign Shareholder
Israeli Company F.A.Q
Israel Company Law
Search a company

by name or registered number

List of Companies

List of Israeli public companies

Israel Company Law
Interpretation of the law
Foundation of a Company
Incorporation
Right of Incorporation
Legal Personality
Establishment and Registration of a Company
Purpose of Company
Acts Performed by a Promoter
Articles of Association
Contents of Articles and their Alteration
Name of the Company
Objects of the Company
Registered Share Capital and Distribution Thereof
Limitation of Liability
The Registrar of Companies
The Companies Registry
Keeping of Registers
Appeal
Structure of the Company
Organs of the Company
Powers and the Liability for Acts
Division of Powers Among
Principal Organs
Liability of Company for Acts of Organs
Liability of Individuals in an Organ
Avoidance of Unauthorized Acts
The General Meeting
Powers of the General Meeting
Annual General Meeting and
Special General Meeting
Convening and Direction of
General Meeting
General Meeting of a Private Company
Quorum at General Meeting and Chairman of General Meeting
Voting at General Meeting
Voting by Voting Paper and Statement of Position
Minutes of the Meeting
Defects in Convening Meetings
The Board of Directors
Powers of the Board of Directors
Chairman of Board of Directors
Convening of Meetings of Board of Directors
Meetings of the Board of Directors and their Direction
Voting at the Board of Directors
Minutes of Meetings of the Board of Directors
Defects in Convening Meetings of the Board of Directors
Committees of the Board of Directors
Audit Committee
The General Manager
Administration of the Company
Register of Shareholders and Substantial Shareholders
The Registers
Register of Shareholders
Registration of Share Warrant
Register of Shareholders and Shareholders Outside Israel
Reporting
Reports of Private Companies
Reporting by Public Company
Internal Auditor in a
Public Company
Auditor
Appointment of Auditor
Independence
Ending of Auditor’s
Term of Office
Fees Payable to Auditor
Powers, Duties
and Responsibilities of Auditor
Financial Reports
The Shareholder
The Shareholder and the Share Certificate
Rights and Obligations of Shareholders
Derivative and Class actions
Derivative Action and Derivative Defense
Representative Action
Office Holders in a Company
Directors’ Appointment and Term of Office
Term of Office of Director and Termination thereof
Restrictions on Appointment and Termination of Office
Corporation as a Director
Substitute Director
External Director
Appointment and Dismissal
of Other Office Holders
Duties of Office Holders
Duty of Care
Fiduciary duty
Exemption, Indemnification and Insurance
Rights of Director
Transactions with Interested ies
Capital of the Company
Securities and Transactions Therein
Freedom to Diversify
Registered Share Capital
Issue of Securities
Transfer of Securities
Preservation and Distribution of Capital
Permitted Distribution
Dividend
Purchase
Prohibited Distribution
Redeemable Securities
Acquisition of Companies
Merger
Special Tender Offer
Forced Sale of Shares
Purchase of Shares of the Minority by Holder of Control
Power to Purchase the Shares of Opposing
Shareholders
in a Private Company
General Provisions
Alteration of Class of Corporation
Foreign Companies
Compromise or Arrangement
Remedies
and Monetary Sanctions
Remedies
Monetary Sanctions
A Public Company
Traded Outside Israel
Regulations
 

Israel Company Law 1999

 

Miss Sahara Ozer, will attend to you (in English)
at Phone No. +972 3 546 88 88

 

In case of emergency, call Gabriel Hanner
at his cellular: +972 50 552 33 33

 

Companies Law 1999

Chapter 2: Appointment and Dismissal of Other Office Holders

 

250. The general manager shall be appointed and dismissed by the board of directors, unless otherwise provided in the articles of association.

Appointment and dismissal of general manager

251. Office holders in a company, other than directors and the general manager, shall be appointed and dismissed, in a public company by the general manager and in a private company by the board of directors, unless otherwise provided in the articles of association.

Appointment and dismissal of office holders

Chapter 3: Duties of Office Holders

Article A: Duty of Care

 

252. (a) An office holder owes a duty of care to the company as provided in sections 35 and 36 of the Civil Wrongs Ordinance [New Version]8.

(b) The provisions of subsection (a) shall not preclude a duty of care being owed by an office holder to another person.

Duty of care

253. An office holder shall act with the standard of proficiency with which a reasonable office holder, in the same position and in the same circumstances, would act; this shall include taking reasonable steps, in view of the circumstances of the case, to obtain information regarding the business expedience of an act submitted for his approval or of an act done by him by virtue of his position, and to obtain all other pertinent information regarding such acts.

Precautions and standard of proficiency

Article B: Fiduciary duty

 

254. (a) An office holder shall owe a fiduciary duty to the company, shall act in good faith and for the benefit of the company, including the following:

1) he shall refrain from any act involving a conflict of interest between the fulfillment of his role in the company and the fulfillment of any other role or his own personal affairs;

2) he shall refrain from any act involving competition with the business of the company;

3) he shall refrain from taking advantage of a business opportunity of the company with the aim of obtaining a benefit for himself or for any other person;

4) he shall disclose all information to the company and shall provide it with all documents relating to its interest that reach him by virtue of his position with the company.

(b) The provisions of subsection (a) shall not preclude a fiduciary duty being owed by an office holder to any other person.

Fiduciary duty

255. (a) A company may approve any of the acts enumerated in section 254(a) provided that all the following conditions apply:

1) the office holder acted in good faith and neither the act nor the approval of the act prejudices the good of the company;

2) the office holder disclosed the essence of his personal interest in the act, including any substantial fact or document, a reasonable time before the date for discussion of the approval.

(b) The company’s approval for acts that are not substantial acts shall be given in accordance with the provisions of Chapter 5 regarding the approval of transactions, and the company’s approval for substantial acts shall be given in accordance with the provisions of Chapter 5 regarding the approval of extraordinary transactions; the provisions of Chapter 5 regarding the validity of transactions shall apply, mutatis mutandis, to the validity of acts.

Approval of acts

256. (a) The rules applying to breach of contract shall apply, mutatis mutandis, to the breach of the fiduciary duty of an office holder.

(b) Without derogating from the generality of the provisions of subsection (a), an office holder in breach of a fiduciary duty towards the company shall be considered as a person in breach of his contract with the company.

(c) A company may revoke an act done by an office holder on behalf of the company towards another person or may claim from such person the compensation owed to it from the office holder, even without canceling the act, if such person knew of the breach of the office holder’s fiduciary duty, and knew or ought to have known of the lack of approval of the act.

(d) There is a presumption that a person was not required to have known about the lack of approval of an act as necessitated under this Chapter if such person received confirmation from the board of directors that all consents required for the act were received.

Remedies

257. Where a director becomes aware of a matter of the company in which an apparent breach of a law or harm to proper business procedures has been discovered, he shall immediately act to convene a meeting of the board of directors as provided in section 98(b)(2).

Disclosure of defects

Article C: Exemption, Indemnification and Insurance

Read more

Like us ?

Prove it :)

 

Miss Sahara Ozer, will attend to you (in English)
at Phone No. +972 3 546 88 88

 

In case of emergency, call Gabriel Hanner
at his cellular: +972 50 552 33 33

FrançaisEnglish  עברית

   

see a bigger map

242 Ben-Yehuda St. Tel-Aviv, Israel          site map