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How do I verify who is legally authorized to sign a binding contract on behalf of an Israeli company?

An Israeli company acts only through the people its articles of association and board authorize, so a contract signed by an unauthorized person may not bind the company. Section 47 of the Companies Law 5759-1999 provides that a company's acts are performed by its organs, and the board sets who may sign and whether one or two signatures are required. Foreign parties should obtain a signed board resolution and a certified extract naming the authorized signatories before closing. Where a signature appears with the company stamp and matches the registered authority, the contract is enforceable against the company.

An Israeli company is a separate legal person that can act only through its authorized organs. Under the Companies Law 5759-1999, the general meeting, the board of directors, and the general manager are the company's organs, and Section 47 attributes their acts and intentions to the company itself. The board decides who holds signing rights (zchut chatima, signing authority) and usually records this in a resolution and in the articles of association (takanon). Many companies require two authorized signatures plus the company stamp for contracts above a set value, a limit a counterparty cannot see unless it asks. See our guide on directors and corporate governance in Israel for how these authorities are structured.

For a foreign party, the practical risk is signing with someone who lacks authority, leaving an agreement the company can later disown. Before closing, request a current board resolution authorizing the specific transaction and naming the signatories, together with a certified extract from the Registrar of Companies confirming the registered directors. If the person signing is not a director, ask for a power of attorney. Israeli law protects a good-faith third party who reasonably relied on apparent authority, but that protection is fact-dependent and expensive to litigate. Verifying signing rights upfront is far cheaper than proving reliance after a dispute.

⚖ In Practice
  • Governing law: Section 47 and Sections 92-95, Companies Law (Hok HaChavarot) 5759-1999, on organs and board authority
  • Competent authority: Registrar of Companies (Rasham HaChavarot), part of the Corporations Authority under the Ministry of Justice
  • Verification documents: certified company extract, board resolution naming signatories, and a power of attorney where a non-director signs
  • Fees/amounts: a certified extract (nesach mahut) from the Registrar of Companies costs roughly NIS 10-25 online (2026); a lawyer's due-diligence signing-authority certificate is a separate fee
  • Timeline: an online company extract is available same day; obtaining a fresh board resolution from a foreign-owned company typically takes a few days to two weeks
  • Extra fact: signing rights are internal and not always public, so a counterparty must request the resolution directly rather than rely on the Registrar filing alone

From the full guide: Commercial Contracts in Israel

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Get a Free Consultation with Adv. Eli ShimonyPrepared under the direction of Adv. Eli Shimony, Eli Shimony Law Office · Editorial policy

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