IsraelLawCan a foreign director of an Israeli company appoint an alternate director to attend board meetings?
The alternate is a genuine officeholder rather than a messenger. Once appointed they owe the company the same duty of care and duty of loyalty the Companies Law imposes on directors, they count towards the quorum, and their vote is cast as the appointing director's vote. Their exposure is personal, which is why an alternate should be added to the company's directors and officers insurance and to its indemnification undertaking before the first meeting they attend. The appointment lapses automatically when the appointing director's own term ends, and the appointing director may revoke it at any time. Both the appointment and its termination are officeholder changes reportable to the Companies Registrar.
For a foreign director the mechanism solves a narrow problem well and a broad one badly. It fits the case where a director cannot attend a particular meeting because of distance, a time zone or a conflict of interest requiring them to step out of the room. It is not a way to hold a board seat you never intend to occupy, and Israeli practice looks poorly on a standing alternate who attends everything while the named director attends nothing. Consider whether you need one at all: Israeli law imposes no residency requirement on directors, and most articles allow the board to meet by video conference or to resolve in writing. Our guide to directors and corporate governance in Israel covers the duties in full.
- Governing law: Sections 236 and 237, Companies Law 5759-1999, together with the company's articles of association (takanon)
- Competent authority: Registrar of Companies (Rasham HaChavarot), Corporations Authority, Ministry of Justice
- Who cannot serve: an existing director of the same company, another director's alternate there, a minor, an undischarged bankrupt, or a person disqualified by a court
- Filing: appointment and termination are reported on the officeholder-change form; the Registrar charges no fee for that filing
- Annual company fee (separate): approximately NIS 1,500 when paid in the first quarter of 2026, rising above NIS 4,000 later in the year
- Before the first meeting: confirm the alternate is named in the D&O policy and the indemnification letter, since their liability is personal and not derivative
From the full guide: Directors and Corporate Governance in Israel: Duties, Liabilities and Best Practices
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