Establishing and Registering a Company in Israel

Establishing and Registering a Company in
Establishing and Registering a Company in Israel
5 (100%) 116 votes
Israel

Commercial attorney – Israeli lawyer – Corporation law firm in Israel  – Corporation lawyer

The Israeli Companies Ordinance (ICO) defines a company as a corporation formed and registered in Israel, in accordance with the Israeli law.

It is necessary to register the company with the Registrar of Companies.

Most companies limit the personal liability of their members, usually in the form of shares. In this case, the term "Limited" (or the abbreviation "Ltd.") must appear as part of the full name of the company.

A company may be registered as a "Private Company" or a "Public Company", with securities registered on a Stock Exchange. Both types of companies must present annual reports, including audited financial statements to their shareholders.

private company, consisting of 1-50 shareholders, and one director, may not offer or sell debentures or shares to the public and its articles of incorporation must contain restriction on transferability of its shares.

public company, with a minimum of 7 shareholders, may offer stock or debentures to the public, but only after issuing a prospectus in accordance with the requirements of the ICO and the Securities Law. Also, a public company is obliged to publish an annual report that includes the audited financial statements and directors’ report, all to be filed with the Register of Companies, where they are available to the public.

Reut Eliahu Law Offices specializes in commercial law and corporate law and provides a quick service for registering a company at the Israeli Corporations Authority.

The procedure includes registration of the new company with the  Israeli Corporations Authority, opening a bank account for the company and the preparation of a founding agreement for the establishment of the new company.

The procedure includes the preparation of all the documents necessary for registration of the Company with the Israeli Corporations Authority:

  1. An application for the registration of a company.
  2. Articles of Association.
  3. First shareholder declaration. 
  4. First Directors declaration.
  5. The declarant’s signature will be validated by an affidavit signed in the presence of a lawyer.
  6. Sending all documents to the Israeli Corporations Authority.
  7. Receiving an original certificate of incorporation with a company number.

Following are the documents required for establishing and registering a company:

  • Application Form for the Registration of a Company that includes: 
  1. State tree alternatives for the proposed name.
  2. Fill-in a telephone number at which the applicant is available for clarifications.
  3.  State the requested number of verified copies of the Articles of Association (subject to payment of a fee and submitting a sufficient number of copies of the Articles of Association).

  • Company Articles of Association
The Articles of Association will include, among other things, the following details:
  1.  Company name.
  2.  Company objectives.
  3.  Details regarding registered capital and capital allotted to shareholders.
  4. Details regarding limitations of liabilities.
  5.  Particulars of the shareholders, full name, ID number and address.
  6. The shareholders will sign the Articles of Association and their signature will be validated by a lawyer.
  •  Application Form for the Registration of a Company
  1.  An application for the registration of a company will be submitted on Form 1 of the Addendum of the Companies Regulations (Reporting, Details of Registration and Forms) 5760-1999.
  2. The details in the form will be identical to those in the Company’s Articles of Association.
  3. The form may be submitted only by a shareholder/s in the Company (it is possible for only one shareholder to sign the form).
  4.  The applicant’s signature on the form will be validated by an affidavit signed in the presence of a lawyer.
  •  First Shareholders’ Declaration Form
  1.  The First Shareholder’s Declaration Form should be submitted according to Form 2 of the Addendum of the Companies Regulations (Reporting, Details of Registration and Forms) 5760-1999.
  2.  Verify that the correct declaration has been checked and filled-in (the form has a declaration for a single director or a declaration suitable for a corporation when a corporation chooses to state the particulars of a person acting on its behalf).
  3.  The declarant’s signature will be validated by an affidavit signed in the presence of a lawyer.
  •  Declaration of the Shareholders
  1.  The application for the Registration of a Company contains a declaration of the shareholders. Therefore, when the Company has only one shareholder who has already signed the application, submitting an additional declaration is not required.
  2. However, when the Company has more than one shareholder, its is necessary that the shareholders who have not signed the Application for Registration of the Company add their declaration to the application.
  3. Declarations for a single shareholder and a corporation are in Section 1 of the Application Form for the Registration of a Company (Form 1 of the Addendum of the Companies Regulations (Reporting, Details of Registration and Forms) 5760-1999.
  4.  The lawyer will validate the signatures of the first shareholders and give them full warning by an affidavit.
  • Confirmation of Payment of the Fee for the Registration of a Company
Prior to executing the payment for the registration of a company state on the payment slip the Company’s proposed name/the name of the director/the shareholder/the applicant (a lawyer on behalf of the Company) according to the particulars that appear on the documents submitted in the application for registration.
Note: Documents must be submitted in the official language of the country and not in a foreign language, signed with an original signature only, unless it was mentioned otherwise.

 

Remarks

  •  The Company may submit original documents only.
  • The Company articles of Association can be submitted in the English language, or in a foreign language-
    The Company's Articles of Association in the English language shall be submitted together with the translation of the document into the Hebrew language together with the Company's approval regarding the appropriateness of the translation. The accompanying translation will clearly indicate that "the translation is an auxiliary tool for facilitating the understanding of the document in English only." A document that is not submitted as aforesaid will be rejected.
    Attention:The Hebrew translation is a tool to facilitate understanding of the document in English, and the user must rely on the text submitted in English.
    A company's articles of association that are submitted to the Registrar of Companies in a foreign language other than English shall be submitted together with a notarized translation of the document into Hebrew. A document that is not submitted as aforesaid will be rejected.
  • The Company must be registered in the official language. It is possible to request registration of a parallel name for the company in English letters however this requires an accurate verbal translation or phonetic transcription.
  •  No changes may be made in the format of the original registration forms. Editing may cause a delay in the registration of the company.
  • A shareholder/director declared as a debtor with restricted means and/or bankrupt and/or a company who has violated the law and/or citizen of an enemy country, are not permitted to establish a company.

 

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