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Company Formation in Israel

Entity Type: Private Company


Name Details

Does the name of the company require approval by the Registry or other authorities?

Yes. The application to register a new company must include at least three name alternatives. Where none of the alternatives are eligible, the Registrar of Companies may order the company to choose a different name or obtain certain approvals (in cases where the Registrar is of the opinion that the name chosen falls within the restrictions set out below in this form).

How many prospective names will you require?

The Registrar of Companies requires the incorporation application to include at least three name alternatives, as a precondition for reviewing the application.

Are there any restrictions or limitations on words that can be used in company names?

I. The name of the company must not be and/or include:

  1. A name of a company which is already duly registered in Israel or a name which is similar to such name and which may therefore cause confusion (unless the written consent of such company is obtained);
  2. A registered trademark of a product or services which relate to a business similar to the business of the company seeking to register its name (unless the written consent of the trademark owner is obtained);
  3. A name which the Registrar believes is misleading or fraudulent; or
  4. A name which the Registrar believes might be damaging to the public interest or offensive.

In addition, the name may not contain a word that relates to a field of activity which requires licensing (e.g., banking, insurance) unless the company is duly licensed.

II. The name of the company must be in Hebrew. The company’s name in English may be registered in addition to its Hebrew name.

Address Details

Does the company need to provide a registered address?

Yes.

Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)

The registered address must be in Israel.  A PO Box address alone is not sufficient.

If the client has no physical location in-country, can they use your address for the purposes of registration?

Our firm’s current policy is not to provide registered address services to our clients. However, where the client does not have a physical location in Israel upon incorporation, we will be able to serve as the company’s registered address for a limited period of up to three months, until the company commences its operations and leases/purchases premises.

Officer Details

How many Directors are required?

At least one for a private company.

Are any other officers required (i.e. Secretary)?

No.

What personal details will you need for each officer?

None for officers, only for directors:

  1. Full name of the director
  2. If the director is an individual and an Israeli resident: the director’s Israeli identification number.
  3. If the director is an individual and not an Israeli resident: a copy of the director’s passport certified by either a notary (authorized in the state in which the passport was issued or in which the director is a resident), or by an Israeli lawyer or by an Israeli diplomatic representative.
  4. If the director is an Israeli corporation: the corporation’s identification number and the name of an individual who will act as its representative (such representative would have to submit the applicable information as detailed herein as if he were a director).
  5. If the director is a foreign corporation: (a) an original certified copy of the Certificate of Incorporation of the foreign director, certified by either a notary, an Israeli lawyer or by an Israeli diplomatic representative; (b) a certificate of good standing of the foreign director also certified by a notary or by an Israeli lawyer or Israeli diplomatic representative. In the event that the above documents are not in English a certified translation to English or Hebrew of such documentation (notary certificate will suffice); and (c) the name of an individual who will act as its representative (such representative would have to submit the applicable information as detailed herein as if he were a director).
  6. Director’s address (office address will suffice).

Is there a requirement for any in country resident directors?

Not under the Companies Law.  However, when a company registers with the relevant tax or VAT authorities, there is a requirement for there to be a representative (does not have to be a director) who must be an Israeli resident.

Do you need proof of address or Identity for officers? If YES, in what format?

None for officers, only for directors – as described above.

Shareholders

How many shareholders or members are required?

A minimum of one shareholder is required.

Are there any restrictions on who can be a shareholder?

A person who is (i) bankrupt, or (ii) a shareholder which holds at least 50% in a non-compliant company which is declared “a company in breach of law”, or (iii) a citizen of an enemy state, will not be able to establish a new company. In addition, founding shareholders must be able to declare that they are not prohibited from holding shares in a company under any law, including under Israeli bankruptcy and debt collection laws.

What information will you require about shareholder?

  1. Full name of the shareholder
  2. If the shareholder is an individual and an Israeli resident: the shareholder’s Israeli identification number.
  3. If the shareholder is an individual and not an Israeli resident: a copy of the shareholder’s passport certified as a true copy by either a notary (authorized in the state in which the passport was issued or in which the shareholder is a resident), or by an Israeli lawyer or by an Israeli diplomatic representative (this is only required where shares are allocated or transferred to such shareholder. Where the shareholder is the transferor, only its passport number is needed)
  4. If the shareholder is an Israeli corporation: the corporation’s identification number
  5. If the shareholder is a foreign corporation: (a) an original certified copy of the Certificate of Incorporation of the foreign shareholder, certified by either a notary, an Israeli lawyer or by an Israeli diplomatic representative; (b) a certificate of good standing of the foreign shareholder also certified by a notary or by an Israeli lawyer or Israeli diplomatic representative (this is only required where shares are allocated or transferred to such shareholder. Where the shareholder is the transferor, only its corporation number is needed). In the event that the above documents are not in English, then a certified translation to English or to Hebrew is required (notary certification will suffice).
  6. Shareholder’s address.

Will you require proof of address or ID from the shareholders?

Please see our response to the previous question above.

Share Capital

Will the company need to specify a maximum number of shares that can be issued?

Typically, the company’s organizational document specifies the authorized share capital in terms of an amount denominated in local currency, divided into a maximum number of shares having a specified nominal value.  Theoretically it is possible to have shares without nominal value, in which case only the number of shares need to be specified, but in practice this is almost never done. The authorised share capital may be altered by amending the articles of association.

Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.

There is no stamp duty in Israel.

Other Details

Do you require any further information about the company or its officers?

None, other than as stated in this form and in the “Director Change Form”.

Timescale

How long will it take to complete incorporation

Provided that the Registrar of Companies does not raise any objections or queries, a week.

Is there any way to expedite the incorporation for an extra fee?

No.

Procedure

Please provide a brief outline of the steps to complete an incorporation:
The establishment of an Israeli company is a relatively quick and inexpensive process which can be completed within a week (incorporation fees are approximately US$720). The registration is constitutive and the company is not a legal entity before completing the registration process. During the incorporation process, the following documents must be submitted to the Companies Registrar: application form, Articles of Association, statements given by the first directors and shareholders. An address of the registered office of the subsidiary must be provided. The company is required to open a bank account as a precondition for opening of tax files in Israel.
Generally, for convenience, if the shareholders and directors are non-Israeli, our firm usually executes all relevant forms and establishes the company in trust for the client, and thereafter transfers the ownership of the new company to the client after the incorporation. In order to register such transfer of ownership to a foreign shareholder, it is necessary to submit: (i) a copy of such shareholder’s certificate of incorporation and (ii) a certificate of good standing, both certified either by a notary or an Israeli lawyer or an Israeli diplomatic representative. In the event that the Certificate of Incorporation and the certificate of good standing are in a language other than English, then certified translations of such documents into English or Hebrew are required, certified by a notary. If a foreign director is appointed to the company, it is also necessary to provide a certified copy of his/her passport (the same certification as detailed above).


Latest version updated 3rd May 2018

Country Breakdown

8.7

Million

Population

?

Israeli New Shekel

Currency

$ 318.7

Billion

GDP

20,770

km2