Month: July 2013

Lost in Translation!

The Hebrew language is one of great vividness, expressiveness and beauty. This can be seen in the splendid book (recommended reading!) by Dr. Avshalom Kor, top Israeli linguist and expert on Hebrew grammar and semantics, Yofi shel Ivrit (“Beautiful Hebrew” or “The Beauty of Hebrew”), published by Yediot Achronot and Chemed Books, 2010.

Ever wondered which is more correct – “Chaim Arukim” (long life) or “Chaim Aruchim” (health life)?! Ever considered how the Hebrew word agvania become the translation of the tomato vegetable, or what’s the connection between a compass (matzpen) and one’s conscience (matzpun)?! And why is the Hebrew verb la’chavosh specifically used to describe the act of putting on a head covering?! Check out the blog on Hebrew Language Gems on my website, for some suggested answers: https://www.jacksonadvocates.net/category/blog/beauty-of-hebrew-language

And now on to some connected light relief – and a well deserved break for you from the heavier “Tips & Tricks” series on Israeli law that we have been posting over the last few months –

A hilarious mistranslation is sometimes worth a thousand smiles!

Admiring and paying close attention as I do to the subtleties of the Hebrew language, I am often drawn to noticing words and signs that appear somewhat misplaced; and this has led to moments of (usually) laughter when I find a funny mistranslation or misspelling which drastically alters the meaning of a word or phrase.

I thought it would be a great idea to run a small competition between myself and my Facebook followers, over the summer, to see who has spotted the funniest road signs, most absurd beach signs, restaurant menus that have become messed up in translation, etc.

The best translation blooper that we receive will entitle the submitter to a copy of Dr. Avshalom Kor’s unique Hebrew book: Yofi shel Ivrit (“Beautiful Hebrew” or “The Beauty of Hebrew”), published by Yediot Achronot and Chemed Books, 2010.

In the case of Israeli mismatches, we will also contact the relevant official bodies, to alert them to the bloopers and urge them to change them.

Looking forward to your submissions! Please e-mail them to: simon@jacksonadvocates.net

Have a great summer!
- Simon

I heard a short and sweet D’var Torah several years ago - one of my favorites on Parshat Eikev - from Rav Yehuda Shaviv.

He quoted the verse in our parsha: “[The land of Israel is the] land which is the Lord your God longs for continuously, from the beginning of the year to the end of the year” (Devarim 11:12).

The Hebrew text appears grammatically problematic. Its accurate translation would be: “…from the beginning of the year, until the end of a year.”

Why the mix between the definite and indefinite article? The Torah should surely be consistent: either add the definite article in both parts of the sentence: “from the beginning of the year until the end of the year” or remove it from both parts: “from the beginning of a year until the end of a year.”

Rav Shaviv offered a clever insight. This is the only verse in the Chumash which mentions Rosh Hashana almost by name (me’reishit ha’shana). Every Rosh Hashana, he said, each of us thinks that this year will be THE year - of the fulfillment of our dreams, aspirations and desires. But as the year progresses (the winter blues set in) we quickly realize that the year has become - yet another year, just like any other year, no different - “…the end of a year.”

So, is there any point aspiring/dreaming/making New Year Resolutions?! Yes, because there is always the following Rosh Hashana, which reminds us that that we can start and dream again, with a fresh and new beginning, with the potential to change - and to actualize our dreams and aspirations! If we didn’t succeed, we can and should always try again.

This is an extremely timely message as Ellul will soon be upon us.

Shabbat shalom from Gush Etzion!

Q. What is an annual report? Is it complicated and am I required to also file a financial balance sheet?

A. The annual report (doch shnati) is not a financial statement. A relatively straightforward form needs to be completed, which is intended to provide an updated picture of the company, including its registered address, particulars of directors, shareholders etc.

Q. What is a company in breach of the law (Chevra Meferat Chok)?

A. A company will be declared by the Registrar of Companies as a “company in breach of the law” where it has committed a breach of the provisions of the Companies Law by failing to pay annual fees and/or failing to submit annual reports to the Registrar. Sanctions which can be imposed by the Registrar on such a defaulting company include: non-registration of a charge made in favor of the company, non-registration of a charge on the company assets, which impacts upon the company’s ability to obtain bank loans, and non-registration of pledges in the company’s favor at the Registrar of Pledges (Rasham HaMashkonot). In addition, the company will be unable to change its name or its objects; and the company and its controlling shareholders will be unable to register a new company.

The Registrar of Companies is also empowered to impose financial sanctions on such companies – ranging from several thousands of shekels to several hundreds of thousands of shekels in the case of each day of delay in failing to file an annual report. Moreover, if the financial sanction is not paid on time by the company, the Registrar can demand its payment from a director of the company. Proceedings can likewise be commenced for collecting the financial debts and penalties pursuant to the Taxes [Collection] Ordinance. Therefore, any unpaid annual fees should be paid, and unfiled annual reports should be submitted, as soon as the Registrar of Companies sends out a letter to the company’s registered address, warning that the company will be declared a company in breach of the law if it fails to rectify these matters, in order to cancel this status at the Registrar of Companies.

Q. The company I own has not been active for a number of years. How can I avoid sanctions being taken against the company?

A. A company which is not active can commence the process of voluntary liquidation. In this manner, it can avoid the accrual of fee obligations payable by the company and the imposition of sanctions on its directors or controlling shareholders. Liquidation discharges a company from fee obligations. Following the conclusion of the winding-up process, the company will be registered as “liquidated” (mechuselet).

Also worth noting is the fact that even if the company’s directors have died, the company will continue to be registered and to incur financial and other obligations at the Registrar of Companies – until such time as the company is liquidated. The lawful heirs of the owners should therefore consider liquidating the company, or take other steps as provided for by law, to avoid financial and other unpleasant sanctions.

Q. If our company is not active, why did we receive a form to pay the annual fee?

A. The annual fee payable to the Registrar of Companies is based on “registration,” not on “activity.” So long as the company has the status of being “active” or “live” on the Registrar’s file, an annual fee must be paid. Indeed, even a company which is in the process of being wound up must pay an annual fee, until it is actually liquidated. That said, the company liquidator can apply for an exemption from the need to pay any outstanding annual fees, by appending to his final report (pursuant to s. 338 of the Companies Ordinance) the relevant authorizations from the bank and the VAT and Income Tax authorities confirming that, in practice, the company’s account/files there have been closed during the relevant years.

Q. Can a company be frozen?

A. No. At the Registrar of Companies, a company’s status can be either live/active (pa’il) liquidated (me’chusal) or in the process of being wound up (be’halichei pe’iruk).

For further advice and assistance on the formation or operation of a private limited company, or other form of legal business entity, in either Israel or the UK, feel free to contact Simon: 0737-40-60-40 / 0545-742-374 / simon@jacksonadvocates.net

Recommended D’var Torah for Parshat Va’etchanan!

Love in the Shma: Two Radically Different Approaches

Written by Rav Uri C. Cohen, Former Shaliach in Syracuse, currently teaching at Midreshet HaRova, Midreshet Moriah, and Yesodei HaTorah (printed in this week’s “Shabbat MiTzion” parsha sheet, Issue 488, by Torah Mitzion – Religious Zionist Kollels (R.A.): http://www.torahmitzion.org)

Familiarity may not breed contempt of the tefillot (prayers) we say every day, but it certainly makes us feel overconfident about how much we understand. After all, isn’t knowing the words by heart the same as knowing their meaning? If only!

Before we look at two ways to understand the first paragraph of the Shma (Devarim 6:4–9), let’s do a quick review of how it’s usually understood.

Here’s a good translation:

Love the Lord your God with all your heart, with all your soul, and with all your might. These words which I command you today shall be on your heart. Teach them repeatedly to your children, speaking of them when you sit at home and when you travel on the way, when you lie down and when you rise. Bind them as a sign on your hand, and they shall be an emblem between your eyes. Write them on the doorposts of your house and gates (translated by Rabbi Sir Jonathan Sacks, The Koren Siddur, p. 98).

If you asked the average person what’s involved in love, they might say it’s doing nice things for the one you love, showing that you care, and so on. But that’s not what the Shma says. What’s love got to do with the detailed actions describe here?

Approach One : Being Loyal

One possibility is to read the Shma in political terms that could have been familiar to Bnei Yisrael or anybody else living in the Ancient Near East (ANE). In ANE loyalty oaths or treaties, between a suzerain (ruler) and a vassal (subject), the word “love” appears. For example, in the El Amarna letters, the king of Byblos (in present-day Lebanon) writes to Pharaoh, “Behold the city! Half of it loves the sons of ‘Abd-Asir-ta [who rebelled against Pharaoh], and half of it loves my lord” (cited by Prof. Joshua Berman, “God’s Alliance with Man,” Azure 25 (Summer 2006), http://www.azure.org.il/download/magazine/1721az25_Berman.pdf). In this context, “love” doesn’t mean affection but rather loyalty. Accordingly, the first paragraph of the Shma might be understood as follows:

Be loyal to the Lord your God with all your resources, to the point of self-sacrifice, and with all your armies. You should internalize this contract which I command you today. Make sure your children continue the contract. You should talk about it wherever you go. Wear a sign of allegiance on your arm and where you can see it. Display a copy of the contract by your front door.

Along these lines, the late Prof. Moshe Weinfeld (1925-2009) suggested that the tefillah of Emet VeYatziv, which we say right after the Shma in Shacharit, contains expressions that are direct parallels to the loyalty oaths which started in the ANE and continued in Greek and Roman times (when the tefillah was composed).

It seems that Chazal understood the Shma to be the conditions of Hashem’s contract, so they created Emet VeYatziv to be our acceptance of those conditions (“The Loyalty Oath in the Ancient Near East,” Ugarit-Forschungen 8 (1976), pp. 379-414).

Approach Two: Being Lovesick

A second possibility is to read the Shma in romantic terms. The Rambam declares that the ideal fulfillment of the mitzvah to love Hashem is by being in love with God:

What is that proper love [which a person is to love God]? A great, exceedingly intense love, until his soul is bound up with love of God and he finds himself immersed within it. It is as if he is lovesick, when a man’s mind is never free of the thought of that woman, and he thinks of her perpetually – whether sitting, standing, eating or drinking.

Greater than this should be the love of God in the hearts of His lovers, pondering upon Him perpetually, as we have been commanded: “with all your heart and all your soul.” It is of this that King Shlomo allegorically has said: “I am lovesick,” and all of Shir HaShirim is an allegory for this (Hilkhot Teshuvah 10:5, translated by Rav Reuven Ziegler, “Teshuva: Repentance and Return,” http://www.vbmtorah.org/roshandyk/yk62ral.htm).

Notice that the Rambam refers explicitly to the Shma’s words (bekhol levavkha uvekhol nafshekha). Accordingly, the first paragraph of the Shma might be understood as follows:

Be in love with the Lord your God with the most love that’s humanly possible, to the point of self-sacrifice, and wanting to give more even after giving everything. These words which I command you today should be heartfelt. Tell them to your children over and over. These words should be all you talk about, wherever you go, morning and evening. Wear a symbol of them on your finger, and tack the words up by the door.

What a contrast in approaches! Is it the legal or the emotional? Is it being loyal or being lovesick? The beauty of the Shma is that both are possible. These and those are the words of the living, loving God.

Q. What information can I obtain from the online company register held by the Registrar of Companies?

A. Information that can be obtained from the online company register includes the name of a company, the type of company, address, legal status and purpose of the company. Additional information (contained in a company abstract – or Nesach Chevra), such as details of directors, total authorized capital, division of share capital, shareholders, charges and liabilities can also be obtained, for a cost, payable online.

Q. What is the procedure for perusing a company file held by the Registrar of Companies?

A. Perusal of a company file is performed electronically in the computerized room for perusing files at the Registrar of Companies. The requested file is scanned in advance of your arrival. You need to provide the company number, company name, the name of the person ordering the file and a telephone number. The offices of the Registrar of Companies are located at 39 Yirmiyahu Street, Building 1, “Migdalei HaBira,” Jerusalem. A fee is payable for perusing a file (around NIS 50) and an additional fee for copying pages from the file. The fee is payable by credit card only, and can no longer be paid with cash or revenue stamps.

Q. What is the procedure for changing the company name?

A. Minutes of a General Meeting of the Company Shareholders must be filed with the Registrar of Companies, together with a covering letter. It is advisable to propose more than one alternative name for the consideration of the Registrar.

Q. What is the procedure for discharging a charge that appears on the register held by the Registrar of Companies?

A. There is no prescribed form for discharging a charge. The lending institution must provide a letter, entitled “Discharge of Charge” (Siluk Ha-Shi’abud), detailing the following particulars: the name and number of the borrowing company, the date of creating the charge, the date of registering the charge, the charge number, the signature and stamp of the lender. The date of discharging the charge should be identical to the date of the letter.

For further advice and assistance on the formation or operation of a private limited company, or other form of legal business entity, in either Israel or the UK, feel free to contact Simon: 0737-40-60-40 / 0545-742-374 / simon@jacksonadvocates.net

FAQs – Private Limited Companies in Israel (Part II – Registration of a Private Limited Company and Payment of the Annual Fees)

Q. What documents do I need to submit to the Registrar of Companies in order to register a private limited company?

A. To register a company, it is necessary to sign and submit an application to register the company (bakasha le’rishum chevra), articles of association (takanon) and a declaration by initial director(s) of their competence to serve as such (hatzharat direktorim rishonim). The documents must be signed in person (not by proxy under a power of attorney of any kind), in the presence of an Israeli attorney, or, if signed abroad, either at the local Israeli Consulate or before a local notary plus an Apostille stamp (usually obtainable from the Secretary of State or County Court). You must also pay the requisite registration fee (around NIS 2,600; the fee is set annually by the Rasham and can be paid online -http://www.justice.gov.il/MOJHeb/RasutHataagidim/RashamHachvarot/Agrot-Havarot/agrot/).

Q. How can I check whether a proposed company name is too similar to be indistinguishable to the name of an already established company?

A. Very simply. Search the online register of the Registrar of Companies at: http://havarot.justice.gov.il/ using part or all of a company name in English or Hebrew, or by entering the company number.

Q. How can I pay only a reduced annual fee to the Registrar of Companies?

A. Companies that pay the annual fee to the Registrar by the end of February of any given year can pay a reduced fee (around NIS 1,100 versus around NIS 1,500, if paid after February).

Q. I registered a new company at the end of a calendar year. Do I need to pay an entire annual fee at the beginning of the following year?

A. The answer is yes (which explains why there’s a lot of pressure at the Registrar of Companies in January of each year to register new companies!) Companies only enjoy an exemption from the need to pay an annual fee during the year in which the company was founded.

For further advice and assistance on the formation or operation of a private limited company, or other form of legal business entity, in either Israel or the UK, feel free to contact Simon: 0737-40-60-40 / 0545-742-374 / simon@jacksonadvocates.net

“These are the words which Moses spoke to all Israel on that side of the Jordan in the desert, in the plain opposite the Red Sea, between Paran and Tofel and Lavan and Hazeroth and Di Zahav… And we journeyed from Horeb and went through all that great and fearful desert, which you saw, by the way of the mountain of the Amorites, as the Lord, our God, commanded us; and we came up to Kadesh Barnea” (Devarim 1: 1, 1:19).

“These are the testimonies, statutes and ordinances, which Moses spoke to the children of Israel when they went out of Egypt on the side of the Jordan in the valley, opposite Beth Peor, in the land of Sihon, king of the Amorites, who dwelt in Heshbon, whom Moses and the children of Israel smote, after they went out of Egypt. And they possessed his land and the land of Og, king of the Bashan, the two kings of the Amorites, who were on the side of the Jordan, towards the sunrise, from Aroer, which is by the bank of the river Arnon, to Mount Sion, which is Hermon, and all the plain across the Jordan eastward as far as the sea of the plain, under the waterfalls of the hill” (Devarim 4:45-49).

Both in this week’s parsha (Devarim) and next week’s parsha (Va’etchanan), we are bombarded with names and places of the Israelites’ wanderings in the Desert, many of which are extremely difficult to identify. Indeed, we encountered the same phenomenon at the beginning of Parshat Masei that we read last week, as the Torah recounted a long listing of the 42 stages in the journeyings of the Israelites – more than 40 verses recording nothing more than place names!

In the words of the great Bible commentary, Prof. Nehama Leibowitz: “What significance does the Torah which, on the evidence of the Psalmist in Psalm 19 ‘enlightens the eyes,’ ‘rejoices the heart’ and ‘restores the soul,’ find in this dry list of names…”?!

The Bible commentators suggest several possible answers. Thus, for example, Nehama cites Rashi’s supercommentary, the Be’er Yitzchak, who writes that much had befallen the Israelites, both favorable and unfavorable, since God brought them out of Egypt and until they arrived at the gates of the land of promise. “This short listing of the stages of their wanderings was designed as reading material for them after they settled down in their homeland. Each stages that they noted in their reading would enable them to recall what had befallen them, at that place. They would accordingly take to heart the kindness shown to them by the Omnipresent and the sufferings they endured for their disobedience so that, in future, they would act rightly and not sin.”

My well-read wife drew to my attention a different and much simpler explanation given by Maimonides in his Guide to the Perplexed (3:50), when dealing with the general problem of “those accounts in the Torah which many think serve no purpose”:

“To remove the misconception that such passages appear to be entirely superfluous, or too lengthy or repetitious, the Torah states: ‘And Moses wrote their goings forth, stage by stage, by the commandment of the Lord’ (Bamidbar 33:2). It was indeed most necessary that these should be recorded. For miracles are only convincing to those who witnessed them; coming generations, who know them only at second hand may consider them as figments of the imagination… God knew that in the future people might doubt the authenticity of these miracles… they might think that the Israelites stayed in the wilderness in a place not far from inhabited land, where it was possible to live in the ordinary way; that it was like those deserts in which Arabs live at present; or that they dwelt in such places in which they could plow, sow and reap or live on some vegetable that was growing there… or that there were wells of water in such places. In order to remove all these doubts, and to establish firmly the accuracy of the account of these miracles, the Torah enumerates all the stations, so that coming generations may see them, and learn the greatness of the miracle which enabled human beings to live in these places 40 years.

Similarly, the words: “At the commandment of the Lord they journeyed and at the commandment of the Lord they pitched” would suffice as a simple statement of the facts; and the reader might, at first sight, consider as unnecessary additions all the details which follow… But I will show you the reason why all these details were added. For they serve to confirm the account and to contradict the opinion of the nations, both of ancient and modern times, that the Israelites had lost their way and did not know where to go… [This was not the case, but] the journey was regulated by “the rising of the pillar of cloud” (Bamidbar 9:17).

And Maimonides concludes his explanation, with a general rule for all such passages that appear superfluous, dry and technical:

“In like manner, there is good reason for every passage the object of which we cannot see. We must apply the words of our Sages: ‘It is not a vain thing for you’ (Devarim 32:47), and if it seems vain, it is your fault (Yerushalmi, Peah 1:1)!

Shabbat shalom and may we have an enjoyable and inspiring summer, as we undertake tiyulim throughout the Land of Israel, breathing in its history and reliving the Tanach; thus making the Land a part of us and we a part of the Land.

FAQs – Private Limited Companies in Israel (Part I – The Advantages and Disadvantages of Forming a Private Limited Company)

Q. What are the legal advantages of setting up a private limited company?

A. The majority of companies are companies limited by shares. The members or shareholders of companies limited by shares are those persons who have agreed to become members and whose names have been entered on the Register of Members. Where the liability of the members of the company is limited by shares, once the members have paid the full nominal value of their shares, they cannot be required to pay any more, even if the company is wound up and cannot pay its creditors in full from the funds that are left. Their liability is limited to paying to the company the full value of their shares (for example, maximum liability of NIS 1,000 in the case of 1,000 ordinary shares of NIS 1 each). By contrast, a sole proprietorship is a business owned by one person (the “sole trader” or atzmai). The owner of the business thus has personal liability of the debts incurred by the business.

Q. What are the main tax advantages of setting up a private limited company?

A. If a person who earns a high income sets up a private limited company, and supplies his services using a company in his control, he will not be subject to the relatively high marginal rates of tax. Instead, he will pay tax at a rate of 25% only, provided that the money is not withdrawn from the company by way of a dividend. In this manner, the amount of income tax payable can be halved in some cases, and national insurance contributions (bituach leumi) and health tax (mas b’riut) can thus be reduced as well. The relatively low level of tax imposed on a company enables it also to divert its revenue towards investments, as opposed to the atmzai, who has to pay income tax at a high rate and also bituach leumi. Other advantages of a company include a high degree of respectability with businesses in Israel and abroad; ease in co-opting partners and/or transferring the business to family members; and the ability to manage the business without exposing the names of the owners.

Q. Are there any disadvantages in setting up a private limited company?

A. The formation of a private limited company is not suitable for everyone. Its feasibility depends on a number of factors, including the anticipated revenue and the amount that the controlling shareholder of the company will withdraw by way of dividend. It is also important to take into consideration the additional costs that the formation and operation of a company involves. These include more complex accounting reports than for a freelancer (atzmai) and the annual fees payable to the Registrar of Companies.

For further advice and assistance on the formation or operation of a private limited company, or other form of legal business entity, in either Israel or the UK, feel free to contact Simon: 0737-40-60-40 / 0545-742-374 / simon@jacksonadvocates.net