Annual General Meeting in Israel: What Multinational Companies Need to Know

If your company operates a subsidiary in Israel, understanding the Annual General Meeting (AGM) in Israel is essential. This guide covers statutory deadlines, financial reporting, and shareholder rights under the Companies Law, 1999. Your legal and compliance teams can use it to plan ahead with confidence.

What is the legal deadline to hold the AGM in Israel?

The Companies Law requires every company to hold its AGM no later than fifteen (15) months from the previous AGM. This deadline applies uniformly across all company types. The law draws no distinction between legal forms.

Missing this window can trigger legal consequences. That makes calendar tracking a priority for any entity management team.

What happens if the AGM is not held on time?

Skipping the AGM carries real risk. If the meeting does not take place, any shareholder or director may ask the competent court to order the company to convene it.

When the court issues such an order, the company bears the reasonable costs the applicant incurred. The directors responsible for the failure must also reimburse those costs to the company. This creates both a financial and a reputational incentive to stay on schedule.

Can the AGM be rescheduled or postponed?

The Companies Law does not prescribe a formal process for rescheduling the AGM. Instead, the company’s articles of association typically govern any postponement.

If the articles do not address postponement, the company must hold the AGM within the fifteen-month deadline. For multinational groups managing multiple subsidiaries, reviewing the articles early in the planning cycle is a practical first step.

Who can call the AGM, and what notice is required?

The Board of Directors holds the authority to call the AGM. Once convened, the company must send an invitation to shareholders no later than seven (7) days before the meeting. It must also send it no more than forty-five (45) days in advance, unless the articles state otherwise.

The invitation must include the date, place, and agenda. This notice requirement applies even in single-shareholder companies, though it rarely comes into play in practice.

How can the AGM be conducted?

Israeli law offers flexibility in how companies run their AGM. The Companies Law recognises three main methods:

• Physical meeting: Shareholders gather at a designated location.
• Electronic or virtual meeting: The company holds the meeting through any communication method, as long as all participants can hear each other simultaneously.
• Written resolution: Shareholders can take decisions without a physical gathering if all entitled voters unanimously agree.

Before the meeting begins, attendees elect a chairman to preside. Shareholders may vote in writing, either directly or through a proxy, unless the articles restrict this.

The AGM resolves decisions by simple majority based on shares voted, unless the articles specify otherwise.

What determines the quorum for the AGM?

The law sets the quorum at a minimum of two (2) shareholders holding at least twenty-five percent (25%) of the voting rights.

If the quorum is not met within half an hour, the meeting automatically moves to one week later, same place and time. The original invitation may specify an alternative date instead.

For single-shareholder companies, these quorum rules do not apply.

How do shareholders appoint proxies?

Shareholders may vote through a proxy, either in writing or by having the proxy attend on their behalf. However, the Companies Law does not mandate a specific process or form for this.

The company’s articles of association typically set out the details. Multinational groups should review them before each AGM cycle to confirm the applicable procedure.

How is the AGM agenda determined, and can shareholders propose items?

The Board of Directors sets the agenda. Common items include the review of financial statements and the appointment of auditors.

Shareholders holding more than 1% of the voting rights may ask the Board to add items to the agenda. The law does not prescribe a formal submission process. However, submitting requests in writing is generally advisable. The Board then reviews each proposal and decides whether to include it.

What are the requirements for financial statements?

Preparing and approving financial statements sits at the heart of the AGM process. The Companies Law requires companies to prepare Annual Accounts, including the balance sheet and profit and loss statement.

Key requirements include:

• Preparation timeline: The company must prepare financial reports within six (6) months, and no longer than nine (9) months, from the end of the annual period.
• Reference date: The accounts must reflect the company’s financial position as of 31 December, unless the articles specify a different date.
• Shareholder access: Every shareholder has the right to receive a copy of the Annual Accounts.
• Auditing: Auditors must examine the financial statements and confirm whether they present a true and fair view of the company’s position.

While the law does not formally require Board approval of the financial statements, good corporate practice calls for directors to review the accounts in advance and consult with the company’s accountants.

What are the signing requirements for AGM documents?

Israeli law accepts several methods for signing AGM documentation:

• Handwritten signature: The traditional method of physically signing a document.
• E-signature platforms: Electronic signatures through third-party platforms such as DocuSign. Companies commonly prefer this method when the AGM involves no corporate changes or filings.

The company only needs one copy, and originals are not necessary. Each document type may carry its own specific signing requirements, so teams should verify these in advance.

How long must the company keep AGM minutes?

The company must retain AGM minutes for seven (7) years from the meeting date, stored at its registered office. Shareholders have the right to inspect the minutes and may also request a copy.

What about dividend decisions at the AGM?

The Board of Directors makes dividend decisions, not the shareholders at the AGM. The Board must consult the company’s accountants to confirm the declaration and distribution comply with the Companies Law.

For reporting obligations and any filings with local government authorities, the company’s accountants can advise on applicable deadlines.

What changes must the company report after the AGM?

After the AGM, the company must report any changes to its corporate structure or directorships to the Companies Registrar within fourteen (14) days. This covers both the issuance of shares and changes in Board composition.

The effective date depends on the type of change:

• Changes to the articles of association take effect from the decision date, or a date the company determines.
• Changes requiring Registrar approval, such as altering the company name or converting its status, take effect from the date the Registrar grants approval.

What are the consequences of failing to comply with filing requirements?

Non-compliance carries significant consequences. The Companies Registrar may refuse to register certain actions, such as liens and pledges. This can disrupt the company’s financial and contractual activities.

The Registrar may also block the incorporation of a new company if the non-compliant entity, or any of its board members or controlling shareholders, holds shares in it.

From a tax perspective, penalties apply for overdue advance payments and late tax returns. For unpaid tax at the end of the tax year, the taxpayer faces interest at 4% plus linkage differentials. The Israel Tax Authority may also impose penalties of 15% or 30% of the tax deficiency where specific conditions apply.

Where can I verify filings and find official sources?

To check whether a filing has gone through, visit the Companies Registrar online portal. Annual Reports are publicly available for a negligible fee.

The principal legislation is the Companies Law, 1999. No official English translation exists, but online versions are available, including this one.

Private companies do not have a public registry for Annual Accounts. For financial statement specifics, consult the company’s accountants.

What’s next?

Managing an AGM in Israel requires detailed planning and full legal awareness. For more insights into AGM processes in other jurisdictions, explore our article Annual General Meetings in Monaco: A Complete Compliance Guide.

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• Request a Demo – See Klea in action for your organisation.
• Start a Trial – Experience firsthand how automation reduces workload and improves efficiency.
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