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38<br />

BUSINESS STRUCTURE<br />

TASE regulations require a company to hold only one type of<br />

shares for issuing stocks.<br />

♦ Preferred Stock - provides preferred rights for both dividends<br />

and/or liquidation.<br />

♦ Management Shares - usually issued to the founders, entitling<br />

them to special rights, especially in respect of appointing<br />

directors and voting rights.<br />

♦ Redeemable Shares - the Companies Act permits companies<br />

to issue redeemable shares. Such shares may entitle their<br />

holders to exercise various rights, as determined by the<br />

company, including voting rights and profit sharing.<br />

♦ Warrants - entitle conversion to common stock at a predetermined<br />

price.<br />

♦ Convertible Bonds - entitle conversion of bonds to shares at a<br />

pre-determined conversion ratio.<br />

♦ Dividends - An Israeli company may distribute its retained<br />

after-tax earnings by way of dividends. The dividends can be<br />

distributed from real earnings alone (after elimination of<br />

inflationary gains). Distribution of dividends is subject to<br />

fulfillment of two criteria: profitability test and the ability to<br />

meet all existing and future contingent liabilities, based on<br />

audited or reviewed financial statements, not earlier than six<br />

months prior to the actual distribution of dividends.<br />

4.1.3. Partnerships<br />

The Partnership Ordinance (New Version) 1975 governs the activities of<br />

partnerships. If a partnership is established for the purpose of<br />

conducting business in Israel, it is required to be registered with the<br />

Registrar of Partnerships at the Ministry of Justice. Registration<br />

requires, inter alia, furnishing the Registrar of Partnerships with the<br />

partnership's name, activities, address, partners’ names and identifying<br />

details, etc.<br />

♦ A partnership may not have more than 20 partners. However, a<br />

partnership of lawyers or auditors for engaging in their profession<br />

may include over 20 members. The Justice Minister is entitled to<br />

apply this provision to other partnerships of certain professionals for<br />

engaging in their profession.<br />

BDO Israel

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