Does an Israeli company have to hold an annual general meeting?

The Companies Law draws a sharp line between public and private companies. A public company, whose shares trade on a stock exchange or are offered to the public, must convene an annual general meeting under Section 60, where shareholders deal with standing items such as the financial statements, the appointment or reappointment of the auditor, and the election of directors. A private company falls under Section 61, which removes the obligation to hold an annual meeting unless the company's articles say otherwise or a particular resolution requires a shareholder vote. In a private company, shareholders can usually act by written resolution instead of gathering for a formal meeting.

For a foreign investor running a private Israeli subsidiary, this is a welcome simplification, but it does not mean there is nothing to do each year. The company still has to prepare financial statements, keep an auditor where required, file its annual report with the Registrar of Companies, and pay the annual fee. Decisions that the law reserves to shareholders, such as amending the articles, approving certain related-party transactions, or changing the share capital, still need a shareholder resolution, which can be passed in writing. Reviewing the articles is worthwhile, since some older or investor-negotiated articles reinstate a meeting requirement that the statute would otherwise waive.

From the full guide: Annual Compliance for Israeli Companies: Owner's Guide

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