Corporate and Business Law

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Israeli Corporate & Business Law · Cross-Border Companies

Business Lawyer in Israel

Company formation, shareholders agreements, M&A, and corporate counsel - for Israeli companies, foreign founders, and international investors

Founders and investors worldwide: United States · United Kingdom · Canada · France · Australia · Germany · Switzerland · South Africa · Belgium · and across the diaspora.

Quick Answer

A business lawyer in Israel handles company formation, contracts, shareholder relationships, and disputes from incorporation through exit. Operating under the Companies Law (5759-1999), every Israeli company requires Articles of Association, formal directors, and registration with the Registrar of Companies. The full process - including bank account setup - can be handled remotely for overseas founders via Power of Attorney.

  1. Company Formation: Israeli company (Ltd.) incorporation and foreign-founder structures
  2. Founders & Shareholders Agreements: Drafting equity, governance, vesting, and exit terms
  3. Commercial Contracts: Drafting and reviewing supplier, partner, and customer agreements
  4. M&A & Corporate Disputes: Share purchases, exits, and shareholder litigation
23% Israeli corporate
income tax rate
5-10 days Typical company
incorporation timeline
No travel Full remote service
via Power of Attorney
5759-1999 Companies Law
governing framework
Business lawyer in Israel - company formation, shareholders agreements, M&A and corporate counsel, Eliyahu & Co. Law Office, Herzliya
Business Lawyer in Israel Company Formation Israel Shareholders Agreement Founders Agreement M&A Israel Commercial Contracts Section 102 ESOPs Foreign Company Registration Corporate Counsel Israel Companies Law 5759-1999 Israeli Subsidiary Selling Israeli Shares Business Lawyer in Israel Company Formation Israel Shareholders Agreement Founders Agreement M&A Israel Commercial Contracts Section 102 ESOPs Foreign Company Registration Corporate Counsel Israel Companies Law 5759-1999 Israeli Subsidiary Selling Israeli Shares
About the Firm

Israeli Corporate Law Practice - Since 2007

Eliyahu & Co. Law Office is a boutique Israeli law firm with deep expertise in corporate and business law at every scale - from a single founder incorporating a first Israeli company through to complex multi-jurisdictional structures involving foreign parents, Israeli subsidiaries, employee equity plans under Section 102, and exits to international acquirers. Over 19+ years of practice, the firm has handled hundreds of company formations, shareholders agreements, commercial contracts, M&A transactions, and cross-border corporate matters where Israeli law intersects with the law of the United States, the United Kingdom, France, Canada, Australia, and beyond.

Our specialization covers every dimension of Israeli corporate law: company formation and registration at the Registrar of Companies, foreign company branch registration under Section 346 of the Companies Law, drafting and negotiation of founders agreements and shareholders agreements (including drag-along, tag-along, ROFR, and anti-dilution mechanisms), commercial contracts across supplier, customer, distribution, licensing, and employment relationships, Section 102 employee stock option plans coordinated with the Israel Tax Authority and approved trustees, ongoing corporate counsel and corporate governance, and representation in M&A transactions and shareholder disputes. The work operates under the framework of the Companies Law (5759-1999), alongside the Contracts Law, the Securities Law (where relevant), and the Israeli Tax Ordinance.

The firm is led by Adv. Reut Eliyahu, founding attorney and licensed Israeli notary, who holds an LL.B and an MBA with Marketing Specialization, has been a member of the Israel Bar Association since 2007 (License No. 47439), and is also a registered arbitrator. The combination of legal training, formal notarial authority, business administration credentials, and 19+ years of direct practice in cross-border Israeli matters allows the firm to handle every dimension of a corporate matter in-house: legal strategy, document preparation, notarization of overseas Powers of Attorney, court filings, tax coordination with the Israel Tax Authority on Section 102 plans, and final registration. The MBA training is consistently relevant in corporate work - particularly when structuring shareholders agreements, valuing private companies in transactions, and advising founders on the business consequences of legal alternatives.

📍 Most engagements arrive by direct referral from previous clients. The first consultation is free and without obligation, by email, phone, or Zoom - at your convenience across time zones.
Who We Help

Common Business Scenarios We Handle

Israeli corporate matters arise from many different business situations - some routine, some highly complex. Each scenario requires its own legal approach. Below are the most common patterns we handle for both Israeli companies and overseas founders.

🚀

Founders & Early-Stage Startups

Founders incorporating a first Israeli company - including pre-incorporation founders agreements, IP assignment, equity vesting, and the initial Section 102 employee equity plan for the founding team. Whether single founder or multi-founder, Israeli resident or overseas.

✈️

Overseas Founders & Foreign Investors

Founders and investors in the United States, United Kingdom, France, Canada, Australia, and elsewhere who want to incorporate an Israeli company or invest in an existing one - and need an English-speaking Israeli lawyer to manage the entire process from abroad, without traveling to Israel.

🏢

Established Israeli Companies

Israeli companies needing ongoing corporate counsel - routine board resolutions, annual returns, contract reviews, employee equity grants, regulatory compliance, and day-to-day legal questions. A practical alternative to maintaining a full-time legal department.

🌐

Foreign Companies Entering Israel

Foreign companies establishing an Israeli presence - either as a branch (registered foreign company under Section 346 of the Companies Law) or as an Israeli subsidiary (wholly-owned Israeli Ltd.). Each structure has different tax, liability, and compliance implications.

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M&A Parties & Exit Events

Buyers, sellers, and individual shareholders in M&A transactions - share purchases, asset sales, and exits to international acquirers. Includes due diligence, term sheet negotiation, definitive agreements, regulatory approvals, and closing mechanics.

⚖️

Parties in Corporate Disputes

Shareholders, founders, and directors involved in contested matters - oppression claims by minority shareholders, breach of shareholders agreement, breach of director fiduciary duty, deadlock in 50/50 companies, and board-level disputes.

Key Legal References

Israeli Corporate Law - The Numbers

The legal framework governing Israeli corporate and business law is well-established. These are the core statutory references and practical numbers every founder, shareholder, and business operator should know.

23%

Corporate income tax - Standard Israeli corporate income tax rate (2026) on company profits before distribution.

5-10 days

Company incorporation - Typical timeline at the Registrar of Companies from filing to issuance of company number.

25%

Section 102 capital gains - Preferential tax rate on qualifying employee stock options through approved trustee route.

Section 346

Companies Law (5759-1999) - Foreign company branch registration in Israel, alternative to incorporating a subsidiary.

5759-1999

Israeli Companies Law - The principal statute governing private and public companies, directors, shareholders, and M&A.

2-4 months

Private M&A timeline - Term sheet to closing for a typical private transaction, depending on due diligence scope.

Have an Israeli business or corporate matter? Let's review your situation.

Free initial consultation - by email, phone, or Zoom - to assess the matter, identify the right structure, and plan the next steps. No obligation.

Full-Service Representation

Corporate & Business Legal Services - Full Scope

We handle the full range of corporate and business matters in Israel - from company formation and ongoing corporate counsel through to complex shareholder disputes, M&A transactions, and exit events. See also our complete Areas of Practice.

🏢

Company Formation & Registration

Incorporating an Israeli private company (Ltd.) at the Registrar of Companies - drafting Articles of Association, appointing directors, allocating founders' shares, and registering for Tax Authority and VAT. Foreign founders served remotely via Power of Attorney.

Read more →
🌐

Foreign Company Registration

Registering a foreign company as a branch (under Section 346 of the Companies Law) or as an Israeli subsidiary. We advise on the right structure - branch, subsidiary, or representative office - and handle the full registration process.

Read more →
📜

Founders & Shareholders Agreements

Drafting and negotiating founders agreements (pre-incorporation) and shareholders agreements (post-incorporation) - covering equity splits, vesting, IP assignment, voting rights, drag-along and tag-along rights, ROFR, anti-dilution, and exit mechanisms.

📝

Commercial Contracts

Drafting and reviewing the full range of business contracts: supplier and customer agreements, distribution and reseller agreements, services and consulting agreements, licensing and IP agreements, NDAs, employment and contractor agreements.

Read more →
💼

Corporate Counsel & Ongoing Advisory

Acting as outside general counsel for Israeli companies - corporate governance, board procedures, regulatory compliance, share allotments and option grants, Section 102 employee equity, annual returns, and day-to-day legal questions.

Read more →
📊

M&A and Share Transactions

Representing Israeli companies, foreign acquirers, and individual shareholders in mergers, share purchases, asset sales, and exit events. Includes due diligence, term sheets, definitive agreements, regulatory approvals, and closing.

📈

Section 102 Employee Equity Plans

Israeli employee stock option plans (ESOPs) and restricted stock units (RSUs) under Section 102 of the Income Tax Ordinance - drafting the plan, coordinating Tax Authority approval, and ongoing grant administration with the approved trustee.

💱

Selling Israeli Public Shares

Specialized representation for foreign shareholders selling Israeli public company shares - including coordination with Israeli trustees (Resnick Paz Nevo, IBI Trust, and others) and cases without an active Israeli bank account.

Read more →
⚖️

Corporate Disputes & Shareholder Litigation

Representation in contested corporate matters - minority oppression claims, breach of shareholders agreement, deadlock between 50/50 shareholders, breach of director fiduciary duty, and valuation disputes on share transfers.

Document Type Comparison

Founders Agreement vs. Shareholders Agreement - How They Differ

The two main contractual instruments between business partners serve different stages of a company's life. The right choice depends on whether the company is formally incorporated yet - and the topics covered by each follow distinct logic.

Founders Agreement Shareholders Agreement
When signed Before the company is incorporated After incorporation, when shares are issued
Who signs The founders (as individuals) All shareholders or specific shareholder groups
Key topics Equity splits, vesting, IP assignment, roles Voting rights, transfers, drag/tag-along, exit
Governing framework Contracts Law + general principles Companies Law (5759-1999) + Articles of Association
Replaced by Usually superseded by shareholders agreement Remains in force until a new agreement is signed
If a founder leaves Vesting and IP-assignment clauses apply Transfer restrictions and ROFR apply
Dispute resolution Often arbitration; sometimes Family Court Arbitration or District Court (Economic Department)
How It Works

How to Form a Company in Israel - Step by Step

Every Israeli company formation follows a clear, sequenced process. From the initial structuring decision through to the company's first commercial operations - these are the six stages of a typical Israeli company formation, especially as handled for foreign founders.

1

Initial Structuring & Strategy Call

Free consultation by email, phone, or Zoom. We discuss the business plan, the founders, the funding model, and the expected ownership structure. Key decisions on this call: Israeli company vs. branch of a foreign company, share classes, founder vesting schedule, and tax structure. For overseas founders, the call is by video conference in English.

2

Power of Attorney & Authorization

For overseas founders, a customized Power of Attorney is drafted in English and executed before a local notary in the founder's country of residence, then apostilled (or authenticated, depending on jurisdiction) and sent to our firm in Israel. This document authorizes us to handle the entire Israeli incorporation - filings, payments, and bank account opening - without the founder needing to travel to Israel.

3

Drafting Articles & Incorporation Filings

We draft the Articles of Association (the company's constitutional document) tailored to the planned operation - share classes, board structure, transfer restrictions, dividend policy. The incorporation file is then submitted to the Registrar of Companies, together with founder declarations and the registration fee. Typical timeline: 5-10 business days to issuance of the company number.

4

Tax Authority & VAT Registration

Once the company is incorporated, we register it with the Israel Tax Authority, with VAT (if applicable based on activity), and with the National Insurance Institute as an employer. For companies eligible for the Preferred Technology Enterprise regime, we coordinate the application with the Innovation Authority and Tax Authority for the reduced 12% corporate tax rate.

5

Bank Account & Operational Setup

Opening an Israeli bank account for a foreign-owned company has become significantly more complex due to anti-money laundering rules. We advise on which banks accept foreign-owned companies, prepare the documentation, and where banking presents difficulties, we recommend fintech alternatives (Israeli payment service providers and EMIs) that serve early-stage operating needs.

6

Founders/Shareholders Agreement & First Resolutions

With the company operational, we draft the founders or shareholders agreement, the first board resolutions (officers, signatory rights, banking authorization), and the initial corporate housekeeping. From here, ongoing corporate counsel takes over - or we hand back to the founders' team if they prefer to manage operations internally with periodic legal support.

Worldwide Service

Israeli Business & Corporate Legal Services - Every Country in the World

We represent founders, shareholders, and investors living anywhere in the world in Israeli corporate matters - by Zoom, email, and notarized Power of Attorney with Apostille. Services in English, Hebrew, and Spanish. No travel to Israel required.

The Israeli corporate process is largely the same regardless of where the client resides - what changes is the procedure for executing the Power of Attorney and the apostille requirements in each jurisdiction. Click on your country below to see how we work with founders and investors in your jurisdiction.

🇺🇸

Israeli Business Lawyer for Clients in the United States

New York · San Francisco · Los Angeles · Miami · Boston · Chicago · Washington DC · Austin · Seattle

We handle Israeli company matters for clients across the United States - from New York and California through Florida, Texas, and beyond. Common scenarios include US citizens forming an Israeli subsidiary of a US parent (often as a Delaware-Israeli structure), American founders incorporating directly in Israel, US investors taking shares in Israeli private or public companies, and US-based tech companies opening an Israeli R&D office.

The Israeli process is handled entirely through Power of Attorney, with documents executed before a US notary and apostilled by the relevant State Secretary. Coordination with US tax counsel is straightforward - we are accustomed to working alongside American attorneys on Section 102 employee equity plans, Section 351 transactions, and outbound US tax considerations. Our US direct line (+1-310-735-4210) provides convenient access during US business hours.

🇬🇧

Israeli Business Lawyer for UK Founders & Investors

London · Manchester · Birmingham · Leeds · Edinburgh · Glasgow · Cardiff · Belfast · all UK

British founders and investors often face questions about how an Israeli company interacts with the UK tax and corporate landscape - particularly around HMRC reporting on UK-resident shareholders of foreign companies, the application of UK's controlled foreign company rules, and the interaction between Israeli and UK contract law in commercial agreements. We advise on Israeli company structures for UK-resident founders, draft shareholders agreements that work alongside UK shareholder protections, and handle the full Israeli process for UK clients.

Power of Attorney documents are prepared in English, executed before a UK notary public, then apostilled by the FCDO (Foreign, Commonwealth & Development Office) for use in Israel. No travel to Israel is required. Where the structure involves a UK parent acquiring an Israeli subsidiary, we coordinate with UK counsel on the cross-border aspects.

🇨🇦

Israeli Business Lawyer for Canadian Clients

Toronto · Montreal · Vancouver · Calgary · Ottawa · Edmonton · Winnipeg · Quebec City · all Canada

Canadian founders and investors frequently encounter Israeli corporate matters - whether forming an Israeli operating company under a Canadian parent, investing in Israeli startups, or holding Israeli company shares as a Canadian resident. We handle the entire Israeli process remotely from Toronto, Montreal, Vancouver, and elsewhere across Canada. The legal proceedings - incorporation, shareholders agreements, ongoing corporate counsel, and M&A representation - are all managed by our firm on the client's behalf.

Power of Attorney documents are executed before a Canadian notary or lawyer and apostilled or authenticated under the appropriate Canadian procedures (the rules differ by province - Quebec under civil law, Ontario and BC under common law). Where the structure involves Canadian tax planning around the Israeli operation, we coordinate with Canadian counsel and file the Israeli proceedings independently.

🇫🇷

Israeli Business Lawyer for French Founders & Investors

Paris · Marseille · Lyon · Nice · Toulouse · Bordeaux · Strasbourg · Lille · all France

The Franco-Israeli business connection runs deep - many French entrepreneurs, family offices, and investors operate Israeli companies, particularly in technology, real estate development, and import-export. We represent French clients in Israeli company formations, shareholders agreements, and M&A matters - routinely coordinating with French avocats and notaires on cross-border structures.

Our firm advises on Israeli holding structures that interact with the French civil law system, drafts shareholders agreements that work in both jurisdictions (carefully navigating the French Civil Code where relevant), and manages corporate filings at the Israeli Registrar of Companies. We work with French-speaking colleagues for clients who prefer French-language communications.

🇦🇺

Israeli Business Lawyer for Australians

Sydney · Melbourne · Brisbane · Perth · Adelaide · Canberra · Gold Coast · all Australia

Australian founders and investors operating Israeli companies benefit from a straightforward apostille process under the Apostille Convention. We handle the full Israeli proceedings for clients in Sydney, Melbourne, Perth, Brisbane, and across Australia - including coordination with Australian corporate counsel where the deal involves a dual-jurisdiction structure.

Time-zone differences (8-10 hours ahead of Israel) are managed through email and asynchronous communication, ensuring smooth progress without requiring late-night phone calls. The Israeli incorporation process typically takes 5-10 business days, and Power of Attorney documents are executed before an Australian notary public and apostilled by DFAT.

🇧🇷

Israeli Business Lawyer for Brazilian Clients

São Paulo · Rio de Janeiro · Brasília · Salvador · Belo Horizonte · all Brazil

Brazilian founders and investors with Israeli business interests - whether incorporating an Israeli company, investing in an Israeli startup, or operating an Israeli subsidiary of a Brazilian parent. The Brazilian-Israeli business community has a long history, particularly in technology, agriculture, and trade. We handle Israeli incorporations, shareholders agreements, and corporate counsel for Brazilian clients remotely.

Services available in Hebrew and Spanish (and English). Power of Attorney is executed before a Brazilian notary (tabelião) and apostilled - Brazil is a signatory to the Apostille Convention since 2016, which streamlines the process considerably.

🇦🇷

Israeli Business Lawyer for Argentina

Buenos Aires · Córdoba · Rosario · Mendoza · all Argentina

Argentine founders and Israelis in Argentina with Israeli business interests. Remote proceedings managed end-to-end - company formations, shareholders agreements, commercial contracts, corporate counsel, and M&A representation. The Jewish community in Argentina is one of the largest in the diaspora, and Israeli business matters arise frequently across the generations.

Services in Hebrew and Spanish provide direct communication without language barriers. Argentina is part of the Apostille Convention, so Powers of Attorney executed before an Argentine notary are recognized in Israel through standard apostille procedures.

🇷🇺

Israeli Business Lawyer for Russia & Ukraine

Moscow · Saint Petersburg · Kyiv · Odesa · Kharkiv · all Russia & Ukraine

Russian-speaking founders and investors with Israeli business interests. Remote proceedings - Israeli company formations, branch registrations, commercial contracts, shareholders agreements, and corporate counsel. The Russian-speaking community is one of the largest immigrant groups in Israel, and cross-border business between Russia/Ukraine and Israel is common - particularly in technology, trade, and real estate development.

Document execution and authentication procedures differ depending on the current diplomatic situation - we provide tailored guidance on the appropriate notarization and authentication route at the start of each engagement, ensuring documents are properly executed the first time.

🇵🇹

Israeli Business Lawyer for Portugal

Lisbon · Porto · Coimbra · Faro · all Portugal

Portuguese residents and Israelis in Portugal with Israeli business interests. Remote handling of Israeli company formations, shareholders agreements, commercial contracts, corporate counsel, and cross-border business structures. Portugal has become a popular destination for Israelis seeking EU residency, particularly through Sephardic citizenship programs, creating a growing community with cross-jurisdictional business needs.

Services in Hebrew and Spanish (Portuguese-speaking colleagues available for technical legal communications). Portugal is a longstanding signatory to the Apostille Convention, which simplifies document authentication considerably.

🌍

Worldwide Service - Other Countries

South Africa · Germany · Switzerland · Belgium · Netherlands · Spain · Italy · Mexico · Uruguay · Moldova · and more

We have represented founders, shareholders, and investors from across the diaspora - South Africa, Germany, Switzerland, Belgium, Netherlands, Spain, Italy, Mexico, Uruguay, Moldova, and many other countries. The Israeli corporate process is largely the same regardless of where the client resides - what changes is the procedure for executing the Power of Attorney and the apostille requirements in each jurisdiction.

After 19+ years of cross-border practice, we are familiar with the documentation requirements for every major jurisdiction. Contact us with the country of residence and we will assess the documentation requirements together, provide country-specific instructions for the Power of Attorney, and outline a realistic timeline for the full process.

You deserve experienced legal representation for your Israeli business matter.

Company formation, shareholders agreements, commercial contracts, M&A, Section 102 employee equity, corporate counsel - one conversation can clarify everything. Free first consultation, no obligation.

Sun-Thu 08:00-19:00 · Fri 08:00-13:00 · In office, by Zoom, or remotely worldwide
Why Eliyahu & Co.

Why Founders and Investors Choose Our Firm

Corporate matters are about long-term business relationships - between founders, between shareholders, and between a company and its market. Our approach combines legal precision with clear, plain-English communication - giving clients the clarity they need to make business decisions with confidence.

⚖️

Founding Attorney Involvement

Adv. Reut Eliyahu handles each corporate matter personally - from first consultation through final closing. No transfers to junior staff. Clients always know who is handling their matter and how to reach them.

🏛️

In-House Notary Services

Adv. Eliyahu is a licensed Israeli notary. Notarial documentation can be issued in-house - saving time and coordination on cross-border documents that require notarial certification or translation.

🌍

International Business Experience

We regularly represent overseas founders and investors in Israeli corporate proceedings - in English, with full remote capability. Clients in the US, UK, France, Canada, Australia, and across the diaspora build Israeli operations without traveling to Israel.

🎓

LL.B + MBA Combined Perspective

The MBA training is consistently relevant in corporate work - particularly when structuring shareholders agreements, valuing private companies, and advising founders on the business consequences of legal alternatives.

📅

19+ Years in Practice

Corporate and business law are core practice areas for our firm - not peripheral services. Each engagement draws on direct prior experience with similar matters, with deep familiarity in the Registrar of Companies, Tax Authority, and Israeli court practice.

💬

Direct Access

Direct WhatsApp, email, and phone access. No call-center buffers. Overseas founders coordinating across time zones value this directly - questions get answered in hours, not days.

Cost & Fees

How Much Does a Business Lawyer Cost in Israel?

Fees depend on the matter - company formation, contract drafting, ongoing counsel, or M&A all use different fee structures. We provide a clear written fee quote after the initial free consultation, before any work begins. No surprises.

🏢 Company Formation

Fixed fee for routine Israeli company incorporations. Includes Articles of Association, filings with the Registrar of Companies, and Tax Authority registration.

📜 Shareholders Agreements

Fixed or capped fee for standard arrangements. Complex multi-party or cross-border agreements are quoted per matter based on scope.

💼 Ongoing Corporate Counsel

Monthly retainer for active companies. Includes routine resolutions, contract reviews, and a defined number of legal hours per month.

📊 M&A & Transactions

Hourly or transaction-based. M&A, share sales, and complex deals are quoted individually based on scope, due diligence, and complexity.

About the Attorney

Adv. Reut Eliyahu - Founding Attorney & Notary

Adv. Reut Eliyahu - Israeli business and corporate lawyer specializing in company formation, shareholders agreements, and cross-border M&A, Eliyahu & Co. Law Office, Herzliya Pituach

Adv. Reut Eliyahu

Founding Attorney & Notary · Eliyahu & Co. Law Office

Adv. Reut Eliyahu founded Eliyahu & Co. as a firm specializing in corporate and business law at every scale - from a single founder incorporating a first Israeli company through to complex multi-jurisdictional structures involving foreign parents, Israeli subsidiaries, employee equity plans under Section 102, and exits to international acquirers. A member of the Israel Bar Association since 2007 (License No. 47439), with 19+ years in practice, she holds LL.B and MBA degrees and is a registered notary and arbitrator.

The firm's corporate practice covers every aspect of Israeli business law: company formation and registration at the Registrar of Companies, foreign company branch registration under Section 346 of the Companies Law, founders and shareholders agreements, commercial contracts, ongoing corporate counsel, Section 102 employee equity plans coordinated with the Israel Tax Authority, M&A and share transactions, and shareholder disputes. The firm works under the framework of the Companies Law (5759-1999), alongside the Contracts Law, the Securities Law (where relevant), and the Israeli Tax Ordinance.

Reut handles corporate matters personally - from initial structuring through to closing or completion. Clients never find themselves explaining their company structure repeatedly to different staff members. This continuity is particularly valued by overseas founders, who cannot visit the office and depend on a single, reliable point of contact who knows the business in detail. The MBA training is consistently relevant in corporate work - particularly when structuring shareholders agreements, valuing private companies in transactions, and advising founders on the business consequences of legal alternatives.

Beyond corporate work, the firm's full practice covers Israeli real estate law, inheritance and estate matters, sale of Israeli shares for foreign shareholders, foreign legal opinions on Israeli law, and notarial and apostille services. The firm is based in Herzliya Pituach and serves clients across Israel and internationally.

📍 The first consultation is free and without obligation.

⚖️ Israel Bar License No. 47439 🎓 LL.B + MBA 🏛️ Notary ⚖️ Registered Arbitrator 🌍 EN / HE 💻 Remote Service
Frequently Asked Questions

Israeli Corporate Law - Common Questions

Answers to the most common questions we receive from Israeli companies, foreign founders, and international investors about business and corporate law in Israel.

What does a business lawyer in Israel do? +
An Israeli business lawyer handles the full lifecycle of a company: incorporating Israeli companies and branches of foreign companies, drafting and negotiating commercial contracts, founders agreements, and shareholders agreements, advising on corporate governance under the Companies Law (5759-1999), and representing companies and shareholders in M&A transactions and disputes. For foreign founders and investors, the work also includes structuring cross-border transactions, advising on Israeli employee equity plans (Section 102), and coordinating with overseas counsel on US, UK, French, or Canadian tax and corporate considerations.
How do I form a company in Israel as a foreign founder? +
Foreign founders can form an Israeli company entirely remotely through Power of Attorney - no travel to Israel is required. The process takes 5-10 business days at the Registrar of Companies and involves filing the Articles of Association, founder declarations, and registration fee. The company must have a registered Israeli address (we can provide one initially) and at least one director. After incorporation, the company is registered with the Israel Tax Authority, VAT (if applicable), and the National Insurance Institute as an employer. Opening an Israeli bank account is the most complex step today - we advise on which banks accept foreign-owned companies and on fintech alternatives where banking is difficult.
What is the difference between a founders agreement and a shareholders agreement? +
A founders agreement is signed before the company is formally incorporated. It covers what the founders agree among themselves: who gets what equity percentage, vesting schedules, IP assignment to the future company, division of roles, and what happens if a founder leaves before the company is operational. A shareholders agreement is signed after incorporation, by the formal shareholders of the company (which may include founders, investors, and others). It covers voting rights, transfer restrictions, drag-along and tag-along rights, anti-dilution protections, board composition, and exit mechanics. In practice, the founders agreement is usually replaced by the shareholders agreement once formal shareholders exist.
Do I need an Israeli bank account to operate an Israeli company? +
An Israeli company typically requires an Israeli bank account for operations - paying salaries to Israeli employees, receiving Tax Authority refunds, and conducting routine Israeli commercial business. However, opening a bank account for a foreign-owned company has become significantly more complex over the past several years due to anti-money laundering and KYC regulations. Several Israeli banks accept foreign-owned operating companies, but the documentation and timeline (often 4-8 weeks) can be substantial. As an alternative, certain Israeli fintech providers and EMIs (Electronic Money Institutions) provide payment accounts that can serve early-stage operating needs. We advise on which structure suits a foreign-owned operation.
What is Section 102 of the Israeli Income Tax Ordinance? +
Section 102 is the Israeli tax regime governing employee stock options (ESOPs) and restricted stock units (RSUs). It allows preferential capital gains tax treatment (25%) instead of marginal income tax rates (up to ~47%) if the plan is structured correctly - through an approved trustee, with the required holding period, and meeting the eligibility criteria of the section. Almost every Israeli startup and technology company uses the Section 102 capital-gains route for employee equity. The plan must be approved by the Israel Tax Authority, the trustee must be an approved Section 102 trustee, and grants must be reported within the statutory timeframes. We draft Section 102 plans, coordinate the Tax Authority approval, and handle ongoing grant administration.
How much does a corporate lawyer in Israel cost? +
Fees vary by matter and structure. Company formation is typically a fixed fee that includes Articles drafting, filings with the Registrar, and Tax Authority registration. Shareholders agreements and commercial contracts are typically fixed or capped fees for standard arrangements, and hourly or per-matter for complex multi-party negotiations. Ongoing corporate counsel is typically retainer-based - a monthly fee that includes routine resolutions, contract reviews, and a defined number of legal hours per month. M&A transactions are quoted per transaction based on scope, due diligence requirements, and complexity. We provide a clear written quote after the initial consultation - before any work begins.
Can a foreign company register a branch or subsidiary in Israel? +
Yes. A foreign company has two main options for an Israeli presence. First: register the foreign company itself as a branch under Section 346 of the Companies Law - it remains the same legal entity, with Israeli tax registration and a local representative, but with home-country liability. Second: incorporate an Israeli subsidiary - a separately-incorporated Israeli company, wholly or partly owned by the foreign parent, with separate liability and Israeli-resident tax treatment. Each option has different tax, liability, banking, and compliance implications. We advise on which structure suits the business plan, the expected Israeli operations, the parent company's tax position, and longer-term considerations such as exits or capital raising.
What corporate governance obligations does an Israeli company have? +
An Israeli private company must maintain a Registrar of Shareholders, hold annual general meetings (or written resolutions in lieu), file annual returns with the Registrar of Companies, maintain corporate books and resolutions, comply with director duties under Sections 252-258 of the Companies Law (5759-1999), and pay the annual fee to the Registrar. Public companies have substantially more extensive obligations - including external directors, an audit committee, ongoing disclosure to the Israel Securities Authority, and structured board procedures. We advise on the governance regime applicable to each company stage and handle the routine filings and annual housekeeping for clients on ongoing corporate counsel arrangements.
How are disputes between business partners resolved in Israel? +
Most shareholders agreements include either an arbitration clause (referring disputes to an Israeli arbitrator under the Arbitration Law) or a jurisdiction clause referring disputes to specific Israeli courts. Without such a clause, disputes typically go to the Israeli District Court (Economic Department) for claims above a threshold, or to the Magistrate's Court below it. Common dispute types include oppression claims by minority shareholders, breach of shareholders agreement, breach of fiduciary duty by directors, deadlock situations in 50/50 companies, valuation disputes on share transfers, and competition or non-solicit disputes after a founder departure. Mediation is increasingly common as a first step before formal proceedings.
Can you handle Israeli business law matters entirely remotely? +
Yes. For overseas clients, we handle company formation, foreign company registration, contract drafting, shareholders agreements, M&A transactions, and ongoing corporate counsel entirely by email, video call, and Power of Attorney. The full Israeli legal process can be managed without travel to Israel. Power of Attorney documents are drafted in English, executed before a local notary in the client's country, and apostilled where required for use in Israel. Our firm handles the Israeli-side authentication and registration. Most of our overseas clients have built and operated Israeli companies without ever visiting Israel.
What is the timeline for an M&A transaction in Israel? +
A typical private M&A transaction in Israel takes 2-4 months from term sheet to closing, depending on the scope of due diligence, regulatory approvals (where applicable), and the complexity of the deal. Simpler share purchases between known parties can close in 4-6 weeks. Cross-border deals or transactions requiring Antitrust Authority approval, Bank of Israel approval, or Innovation Authority consents take longer. The key milestones are: term sheet signing, due diligence, definitive agreements (Share Purchase Agreement, Shareholders Agreement, ancillary documents), conditions precedent (regulatory approvals, consents, financing), and closing. We represent buyers, sellers, and individual shareholders across all transaction sizes.
Is the initial consultation really free? +
Yes. The first consultation - by email, phone, or Zoom - is free and without obligation. We assess the matter, identify any complications upfront, explain the legal process and realistic timeline, and provide a clear fee structure before any engagement. Most clients arrive by direct referral from previous clients. There is no cost or obligation to learn whether and how the matter can be handled.
Contact

Discuss Your Matter - Free First Consultation

Tell us briefly about the Israeli corporate or business matter - whether you are forming a new company, drafting a shareholders agreement, planning an M&A transaction, or facing a shareholder dispute. We will get back to you within one business day. The first consultation is free and without obligation.

You can also read more about company formation in Israel, foreign company registration, selling Israeli shares for foreign shareholders, commercial contracts, and ongoing corporate counsel.

We respond within one business day. First consultation is free.

🇮🇱 Office Phone (Israel)
+972-74-704-7104
🇺🇸 US Phone
+1-310-735-4210
💬 WhatsApp
+972-74-704-7104
Address

4 HaOgen Street, Herzliya Pituach, Israel

Office Hours

Sun - Thu: 08:00 - 19:00
Fri: 08:00 - 13:00
(Israel Time)

Languages

English · Hebrew

You deserve experienced legal representation for your Israeli inheritance matter.

Succession orders, probate, will drafting, property transfer, inherited securities - one conversation can clarify everything. Free first consultation, no obligation.

Sun-Thu 08:00-19:00 · Fri 08:00-13:00 · In office, by Zoom, or remotely worldwide