(c) Milmus is not entitled to request the liquidation of the company, also on the grounds that it does not own shares of the company, because it transferred them in the name of the company to the listings. However, the Listing Company is also not entitled to request liquidation, since the registration of shares in its name was also not approved by the Board of Directors, and it was not registered as a shareholder.
- In the motion for summary dismissal, the parties raised a large number of arguments, even if they were outrageous in the hearing of the main application. Therefore, I will relate to the main arguments that are relevant to the matter.
Register of Shareholders
- The company does not have a register of shareholders, as stated in section 127 ofthe Companies Law, 5759-1999 (hereinafter – the "Companies Law"). A shareholder in a private company is a person who is registered as such in the Shareholders' Register, or a person who holds a share note. This is stipulated in Section 176 ofthe Companies Law. According to Section 132 ofthe Companies Law, a company whose shares are listed for trading on the Israeli stock exchange can be registered in the Shareholders' Registry, and in addition to the registration of shareholders, a company for listings can also be registered. However, a listing company will not be considered a shareholder in the company, and the shares in its name are owned by those entitled to them as stated in section 177(1). This is the case with regard to a company whose shares are listed for trading on the stock exchange; and what is the law regarding the shares of a company whose shares are not listed for trading on the stock exchange, and the shares are registered in the name of a company for listing? It seems, prima facie, that the shareholders who are registered in the name of a company for listing are entitled to be registered in the shareholders' registry and not the company for listing. If the Listing Company is not entitled to be registered in the Shareholders' Registry because its shares are not traded on the stock exchange, it is not possible to accept a claim that the shares will not be registered at all, because they are registered in the name of the Listing Company.
- What is the law when a company does not have a shareholder registry?
The company is obligated to maintain a register of its shareholders, and if the company, through its directors or board of directors, refuses to fulfill this obligation, a shareholder who wishes to be registered in the shareholders' register may compel the company to maintain a register, by way of applying to the court.