Legal Updates

A controlling shareholder of a company dissolved while owing to the local authority may be required to pay the company debt

December 25, 2023
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A company was dissolved while still owing property tax to the local authority. The Authority demanded the debt from the controlling shareholder of the company.
The Court held that the controlling shareholder must prove that he did not take assets from the company and as long as he did not do so, he can be charged with the debts of the dissolved company. Under Israeli law, when a privately owned company dissolves while still owing an undisputable tax debt, the company's assets are assumed to have been transferred to the controlling shareholder of the company without consideration, and therefore the tax debt may be collected from the controlling shareholder. Additionally, the law does not limit the collection from the controlling shareholder to the ceiling of the value of the assets that were assumed to have been transferred from the company, but states that the very act of transferring assets enables the collection of the full debt from the controlling shareholder. In such event, the controlling shareholder must show that the assets were not transferred to him in order to prevent the collection of the debt from his own assets. Here, the controlling shareholder did nothing to show that there was no transfer of the company's assets, and therefore the assumption was not refuted and the Authority shall be entitled and to collect the debt from the controlling shareholder.