Israel Company Law 1999

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Israel Company Law 1999

Part I: Interpretation of the law

Part II: Foundation of a Company
Chapter 1: Incorporation

Article A: Right of Incorporation
Article B: Legal Personality
Article C: Establishment and Registration of a Company
Article D: Purpose of Company
Article E: Acts Performed by a Promoter

Chapter 2: Articles of Association
Article A: Contents of Articles and their Alteration
Article B: Name of the Company
Article C: Objects of the Company
Article D: Registered Share Capital and Distribution Thereof
Article E: Limitation of Liability

Chapter 3: The Registrar of Companies
Article A: The Companies Registry
Article B: Keeping of Registers
Article C: Appeal

Part III: Structure of the Company
Chapter 1: Organs of the Company, their Powers and the Liability for their Acts

Article A: Organs
Article B: Division of Powers Among Principal Organs
Article C: Liability of Company for Acts of Organs
Article D: Liability of Individuals in an Organ
Article E: Avoidance of Unauthorized Acts

Chapter 2: The General Meeting
Article A: Powers of the General Meeting
Article B: Annual General Meeting and Special General Meeting
Article C: Convening and Direction of General Meeting
Article D: General Meeting of a Private Company
Article H: Quorum at General Meeting and Chairman of General Meeting
Article F: Voting at General Meeting
Article G: Voting by Voting Paper and Statement of Position
Article H: Minutes of the Meeting
Article I: Defects in Convening Meetings

Chapter 3: The Board of Directors
Article A: Powers of the Board of Directors
Article B: Chairman of Board of Directors
Article C: Convening of Meetings of Board of Directors
Article D: Meetings of the Board of Directors and their Direction
Article E: Voting at the Board of Directors
Article F: Minutes of Meetings of the Board of Directors
Article G: Defects in Convening Meetings of the Board of Directors
Article H: Committees of the Board of Directors
Article I: Audit Committee

Chapter 4: The General Manager

Part IV: Administration of the Company
Chapter 1: Registered Office

Chapter 2: Register of Shareholders and Register of Substantial Shareholders
Article A: The Registers
Article B: Register of Shareholders
Article C: Registration of Share Warrant
Article D: Register of Substantial Shareholders and Additional Register of Shareholders Outside Israel

Chapter 3: Reporting
Article A: Reports of Private Companies
Article B: Reporting by Public Company

Chapter 4: Internal Auditor in a Public Company

Chapter 5: Auditor
Article A: Appointment of Auditor
Article B: Independence
Article C: Ending of Auditor’s Term of Office
Article D: Fees Payable to Auditor
Article E: Powers, Duties and Responsibilities of Auditor

Chapter 3: Financial Reports

Part V: The Shareholder
Chapter 1: The Shareholder and the Share Certificate Forfeiture

Chapter 2: Rights and Obligations of Shareholders

Chapter 3: Derivative and Class actions
Article A: Derivative Action and Derivative Defense
Article B: Representative Action

Part VI: Office Holders in a Company
Chapter 1: Directors’ Appointment and Term of Office

Article A: Term of Office of Director and Termination thereof
Article B: Restrictions on Appointment and Termination of Office
Article C: Corporation as a Director
Article D: Substitute Director
Article E: External Director

Chapter 2: Appointment and Dismissal of Other Office Holders

Chapter 3: Duties of Office Holders
Article A: Duty of Care
Article B: Fiduciary duty
Article C: Exemption, Indemnification and Insurance

Chapter 4: Rights of Director

Chapter 5: Transactions with Interested Parties

Part VII: Capital of the Company
Chapter 1: Securities and Transactions Therein

Article A: Freedom to Diversify
Article B: Registered Share Capital
Article C: Issue of Securities
Article D: Transfer of Securities

Chapter 2: Preservation and Distribution of Capital
Article A: Permitted Distribution
Article B: Dividend
Article C: Purchase
Article D: Prohibited Distribution
Article E: Redeemable Securities

Part VIII: Acquisition of Companies
Chapter 1: Merger

Chapter 2: Special Tender Offer

Chapter 3: Forced Sale of Shares
Article A: Purchase of Shares of the Minority by Holder of Control in a Public Company
Article B: Power to Purchase the Shares of Opposing Shareholders in a Private Company

Part IX: General Provisions
Chapter 1: Alteration of Class of Corporation

Chapter 2: Foreign Companies

Chapter  3: Compromise or Arrangement

Chapter 4: Remedies and Monetary Sanctions
Article A: Remedies
Article B: Monetary Sanctions

Chapter 5: A Public Company Whose Shares are Traded Outside Israel

Chapter 6: Regulations

Part X: Repeal, Transitional Provisions, Application and Commencement

 

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Eli Shimony Attorneys-at-Law specializes in the fields of Israeli civil – commercial and intellectual property law. Our firm deals with consultation and legal representations for transactions and contracts. In addition, our firm deals with providing consultation and managing intellectual property cases such as: registration of trademarks, registration of patents in Israel, protection of copyright and commercial design, consulting businesses with intellectual property and representing them in court.

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