12-34-56-78 Chekhov v. State of Israel, P.D. 51 (2)
- Regarding the question of why the applicant chose not to establish a new company, the applicant noted that this stemmed from economic and professional motives. It was noted that the company's seniority constitutes a real business asset, since in the construction industry the company's seniority is not only a technical detail, it allows the company to participate in tenders that require a certain seniority, while the establishment of a new company will not allow participation in such tenders. In addition, it was noted that the establishment of a new company will create an illogical gap between his personal experience and the company's zero seniority.
- Regarding the question of why not engage as a licensed dealer, the Applicant noted that participation in tenders requires guarantees, and these are provided by the banks to corporations and not to a licensed dealer. It was also noted that in the construction industry, which involves high risks, a company limited"Allows limitation of liability.
- With regard to the concern of misrepresentation in tenders, the Applicant noted that this concern is unfounded, since the company was founded in 2012 and its seniority is a true and proven fact registered in the Companies Register.
- With regard to the issue of fees, the Applicant noted that he does not object to the issue of fees being regulated in accordance with the provisions of the law, and the court's decision to the extent that it is determined that there is a liability for the fee. However, in his view, the revival of the company should not be conditioned on the payment of the fee debt, but rather the issue should be settled after the revival order was issued. In this context, the Applicant noted that if it is determined that the company is obligated to pay a fee debt, then the debt will be determined in accordance with the provisions of the law, taking into account, inter alia, the date on which the company ceased its activity, the date of its voluntary liquidation and any exemption that applies to the company under any law. In addition, it is requested that the company not be charged with annual fees for the period in which the exemption applies.
- In light of what was stated in the Applicants' response, the Respondent was asked to submit its final position on the application.
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- In the framework of The response she submitted, The Respondent reiterated that it does not object to the revival of the company, and leaves the decision to the discretion of the court, subject to the fulfillment of the conditions specified in paragraph 19 of its first response of 02/08/26.
- At the request of the Respondent and after that the Applicant I agree to this, since this is a request for the revival of a liquidated company, i.e., it lacks legal personality, I order that the details of the parties in the proceeding be amended in such a way as to clarify that the proceeding is being conducted vis-à-vis the Registrar of Companies, when the company is the subject of the application, and it does not respond to the request.
- On the merits of the application - The applicant submitted his application for the revival of the company by virtue of the Article 369 To the Companies Ordinance [New Version], 588"C-1983 (hereinafter: "The Command") which states as follows:
"A company or one of its members or creditors who has considered themselves deprived of the deletion of the company's name, and the court, upon the request of one of those submitted within twenty years from the date of publication of the notice of deletion in the Gazette, is convinced that the company continued its business or was operating at the time its name was deleted, or that it deems it justified to return its name to the Register - the court may order by order that its name be returned to the Register, and when a certified copy of the order is submitted to the Registrar, the company shall be deemed to have continued its business and as if its name had not been erased; and the court may give in that order any instruction and instruction that it deems just, in order to place the company and any other person in a situation as close as possible to the situation in which it would have been had the company not been liquidated." (Emphasis is not in the original - B.T.)
- From the language Article 369 The Ordinance indicates that there are two grounds Independence for the revival of a company that has been deleted from the Registrar of Companies Register: one, that the company continued its business or was activated at the time of the delisting; and the second, that another reason justifies the cancellation of the delisting.
- The term "enabled" in section 369 To the command Does not refer to But for the formal existence of societyRather, This is a substantive requirement according to which Existed In the company Actual activity at the time of delisting, which means that the company was actually operating at the time of the delisting, and not only existed or was formally legally competent.
- There is no dispute, as expressly stated by the Applicant in his application, that from the time the company was founded (15/02/12) until its liquidation (22/02/22), the company did not engage in any business activity, did not enter into commercial agreements and did not employ employees. In fact, the existence of the company was purely formal.
- A perusal of the application shows that the purpose of the revival is to enable the applicant to conduct business activity through the company. In this context and from the clarifications submitted by the applicant in light of the position of the Registrar of Companies, it appears that the applicant is interested in making use of the company's seniority of incorporation, in the framework of tenders in which the company will participate. In the circumstances of the case, since the company has never conducted business activity, I am of the opinion that the process of reviving a company is not intended for this purpose, and in this regard I accept the respondent's argument that this may lead to a misrepresentation before such and other third parties.
- Given the aforesaid, I am of the opinion that the application for the revival of the company cannot be granted by virtue of the first cause. In addition, since the Applicant was unable to point to any other legitimate justification for the revival of the company, and the only reason for which the Applicant argued that the revival of the company should be ordered is in order to enable the Applicant to present the"Corporate seniority" For the purpose of participation in tenders, there is also no place to allow the revival of the company by virtue of the grounds for the existence of the Other Taste which justifies the company's return to the Registrar of Companies' Register.
- In light of all of the above, the application to revive the company is rejected. It follows from the aforesaid that there is no need to discuss the other conditions specified in the Registrar of Companies' response, including the matter of notification, publicity and the debt of fees.
- Each party will bear its own expenses.
- The Secretariat will provide a copy of the judgment to the parties.
Granted today, September 24,2026, in the absence of the parties.