Editor’s note: This is general educational information about the reporting rules that apply to companies listed both in Tel Aviv and in the United States, based on the forms, regulations and filings listed at the end. It is not investment advice and is not a view on any company.
Analysis: one disclosure, two destinations
Put the two halves together and the apparent duplication mostly disappears. Israel accepts the foreign report as its own, and the American interim rule fires on publication elsewhere rather than on a fixed date. A company therefore produces one results package on its home market schedule and sends it to both regulators, which is why dual-listed Israeli issuers publish a single global release rather than two.
What remains genuinely doubled is narrow and worth watching. The annual documents are different documents, since the four month Form 20-F is a full annual report with its own required items, not a translation of the Israeli filing. The liability attaching to the same words differs by destination, given that a 6-K is furnished rather than filed. And the entire arrangement rests on a status test that a company can fail without doing anything unusual, simply by having its shares migrate into American hands while its board composition or asset base shifts.
The check a reader can run is short. Look at whether the company files 20-F or 10-K, since that single fact tells you the whole reporting regime. Look at whether interim results arrive as 6-K furnishings, which means the home market drove the timing. And look at the functional currency note, because a Tel Aviv listed company reporting in dollars is describing where its business happens, not where its shares trade.
What the documents say
A company listed in Tel Aviv and in New York does not run two accounting departments. It runs one set of books and then routes them through two regimes that disagree about deadlines, about form, and about what counts as a filing at all. The rules that produce that arrangement are short and specific, and reading them removes most of the confusion about why an Israeli issuer’s American paperwork looks nothing like a domestic company’s.
The status that decides everything
The pivot is the definition of a foreign private issuer in Rule 3b-4 under the Exchange Act. Any foreign issuer other than a foreign government qualifies, unless as of the last business day of its most recently completed second fiscal quarter more than 50 percent of its outstanding voting securities are held of record by United States residents and one of three further conditions holds: a majority of executive officers or directors are United States citizens or residents, more than 50 percent of the issuer’s assets are located in the United States, or the business is administered principally in the United States.
The test is deliberately conjunctive. An Israeli company with a heavily American shareholder base keeps the status as long as its officers, assets and administration remain outside the United States, and it loses the status only when ownership and operational centre of gravity have both moved. The rule even prescribes how to count, including how to treat shares held through nominees and how to handle a failed inquiry, because the answer decides which of two entirely different reporting regimes applies.
Two forms, two clocks
A foreign private issuer files its annual report on Form 20-F, and the general instructions require it within the four months after the end of the fiscal year covered by the report. The comparison that matters is not with an Israeli deadline but with the domestic American calendar: a company on Forms 10-K, 10-Q and 8-K reports quarterly and is expressly excluded from the foreign private issuer route.
Interim reporting works on a different principle again. Rule 13a-16 requires every foreign private issuer subject to the annual reporting rule to make reports on Form 6-K, and it sets no calendar at all. Reports are transmitted promptly after the information required by the form is made public by the issuer, by its country of domicile or the country under whose laws it was organised, or by a foreign securities exchange with which the issuer has filed the information. The trigger is publication somewhere else, which is exactly the design a dual-listed company needs: the home market sets the timetable, and the American filing follows the home market disclosure rather than a separate quarterly clock.
One further detail changes the legal weight of that paperwork. Reports furnished under Rule 13a-16 are not deemed filed for the purpose of section 18 of the Act or otherwise subject to the liabilities of that section. A 6-K is a conduit, and the annual 20-F is where the liability sits.
Accounts in one language, currency by rule
The accounting question was settled in the issuer’s favour. Where the audited financial statements for the year covered by an annual report are prepared in accordance with IFRS, Form 20-F treats IFRS as issued by the IASB as the body of accounting principles used in preparing the statements, rather than a previous national GAAP or principles used only to prepare a United States GAAP reconciliation. The obligation to discuss critical accounting estimates is imposed on registrants that do not apply IFRS as issued by the IASB in their primary financial statements, which is a plain statement of who bears extra work and who does not.
Currency follows the business rather than the listing. ICL Group states that the United States dollar is the principal currency of the business environment in which most of its subsidiaries operate, that most of its activities including sales, purchases of materials, selling and marketing expenses, financing expenses and purchases of property, plant and equipment are executed in dollars, and that it therefore uses the dollar as its functional currency for measurement and reporting, while several consolidated subsidiaries use their local currencies. An Israeli exporter listed in Tel Aviv can therefore report in dollars in both markets without restating anything.
The Israeli half of the arrangement
Israel built the reciprocal rule rather than a parallel one. The Knesset adopted the dual-listing regime in 2000 to strengthen the TASE by attracting companies listed on the New York Stock Exchange or the NASDAQ Stock Market, and its foundation is that the company’s Israeli reporting obligation is satisfied simply by filing its non-Israeli disclosure reports with the Israel Securities Authority, with no need to translate them into Hebrew. Prospectus disclosure follows the home market rules, and such companies do not become subject to Israeli corporate governance requirements by virtue of the TASE listing. By January 2019 there were 55 dual-listed companies on the TASE, and the qualified exchange list, long limited to the NYSE, NASDAQ and the London Stock Exchange Main Market, was extended in June 2018 to Hong Kong, Singapore and Toronto.
