Can an Israeli company hold board or shareholders' meetings entirely by video conference?

Section 103 of the Companies Law 5759-1999 governs board meetings and permits a director to participate via telephone or any other means of communication as long as all participants can hear each other simultaneously. Modern practice interprets this to include video conferencing platforms. The board chairperson typically opens and closes the meeting from an Israeli location, which also serves as the official place of the meeting for quorum and minute purposes. For shareholders' general meetings, the position is slightly more restrictive: Section 89 of the Law allows electronic participation only where the articles of association specifically provide for it. Companies whose articles are silent on the matter should pass an amendment before conducting a fully remote general meeting, otherwise any resolution passed may be susceptible to challenge. The corporate governance framework in Israel for private companies is largely flexible and can be tailored through the articles.

From a practical standpoint, foreign investors and directors based outside Israel can participate in board meetings entirely by video conference without any legal problem, provided the meeting is properly convened with advance notice. The Companies Law sets a default notice period of four days for board meetings and twenty-one days for general meetings, although the articles may shorten or lengthen these periods. Resolutions passed in a duly convened remote meeting carry the same legal weight as those adopted in person. Purely procedural matters — such as approving accounts or formal director appointment resolutions — can be handled even more efficiently by written resolution (hachlatat maavir), where all directors sign a document rather than holding any meeting, provided the articles permit this and no director demands an actual meeting.

From the full guide: Directors and Corporate Governance in Israel: A Practical Guide

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