In our case, the Applicant's shares, like the Respondents' shares, are not registered in the Registry, in the absence of a registry. The Applicant approached the company and requested to approve the transfer of the shares from the foreign companies to it, and requested that it be registered as a shareholder. This request was denied at the meeting of the Board of Directors, which took place on August 3, 1997, when the directors on behalf of the respondents and their attorney were present at the time of the vote. The matter of the transfer of the shares of the foreign companies and the registration of the shares in the registry in the name of the applicant came up again at the meeting of the board of directors on December 2, 2001 (after the filing of the liquidation application).
On November 29, 2001, counsel for the Applicant addressed the Company in a letter to the Respondents' counsel and to the Decision Shareholder (M/2) and warned of the non-fulfillment of the Company's obligation to maintain a register of shareholders, and demanded, on behalf of the Applicant, that the issue of the creation of a shareholders' register and the registration of shareholders be placed on the agenda of the meeting of the Board of Directors scheduled for December 2, 2001 Bi.e., the applicant, in her name in the registry. This request was also not granted.
- The Respondents argued that when Millmus's request regarding the registration of shares in her name in the Registry was rejected, in August 1997, the Applicant adopted a policy of "sit and do not do", and did not apply to the Court to enforce the registration. The Applicant also did not approach the decision shareholder; But this was not the case. Keshet contacted the company and the shareholder of the decision, but this was after the liquidation request was submitted.
I will note at this stage that if the Applicant had taken a procedure that would enforce the registration of shares in her name in the company's shareholders' register, the absence of a register would not have served as an impediment to registration. The company and the respondents cannot claim that the applicant's shares cannot be registered due to non-existence of a registry, while the company is obligated to create and administer the registry, according to the Companies Law, and the absence of the register is the company's default.