Corporate Law

Does an Israeli company need to appoint a company secretary?

No, it is optional. Section 119 of the Companies Law 5759-1999 permits a company to appoint a company secretary (mazkir hevra) but does not require it, unlike the older Companies Ordinance that made the role mandatory. The board may appoint a secretary to keep the share register, record minutes, and handle filings, or it can assign those functions to a director, lawyer, or accountant. The statutory duties themselves remain compulsory even when no secretary is named, so the company must still maintain its registers and file with the Registrar of Companies.

The Companies Law 5759-1999 modernized Israeli company law and stripped out several formal offices that the previous Companies Ordinance had imposed. The company secretary is one of them. Section 119 sets the role out as a power, not a duty: a company is entitled to appoint a secretary and to define their responsibilities, but it commits no offence by operating without one. Where a secretary is appointed, they are an office holder under the law and typically take charge of the register of shareholders and directors, the minute books, convening notices for meetings, and the company's submissions to the Registrar of Companies (Rasham HaChevrot). A private company controlled by a single shareholder usually has no practical need for a separate secretary.

For a foreign investor the takeaway is that you do not need to recruit a dedicated secretary to incorporate or run an Israeli company, and you should not assume the role is required just because it is in your home jurisdiction. What you cannot skip is the underlying compliance. The company must keep accurate statutory registers, hold and minute the meetings its articles require, pay the annual fee, and file the annual report. In practice many foreign-owned companies delegate these tasks to their Israeli lawyer or accounting firm rather than to a formal secretary. Our guide on forming a company in Israel walks through the office holders you actually need.

⚖ In Practice
  • Governing law: Section 119, Companies Law 5759-1999
  • Competent authority: Registrar of Companies (Rasham HaChevrot), Corporations Authority (Rashut HaTagidim)
  • Status of the role: optional; the secretary, if appointed, is an office holder under the Companies Law
  • Still mandatory: statutory registers, minute books, a registered office in Israel, the annual report, and the annual fee (approximately NIS 1,500 in 2026)
  • Common practice: foreign-owned companies delegate secretarial functions to their Israeli lawyer or accountant

From the full guide: How to Form a Company in Israel: Guide for Foreign Investors


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