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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