Doing Business in Israel: Overview | Practical Law

Doing Business in Israel: Overview | Practical Law

A Q&A guide to doing business in Israel.

Doing Business in Israel: Overview

Practical Law Country Q&A 7-501-0552 (Approx. 26 pages)

Doing Business in Israel: Overview

by Ariella Dreyfuss, Netta Bromberg, Dr. Zvi Gabbay, Anat Even-Chen, Ilan Blumenfeld, Harel Perlmutter and Ron Shuhatovich, Barnea Jaffa Lande
Law stated as at 01 Nov 2021Israel
A Q&A guide to doing business in Israel.
This Q&A gives an overview of key recent developments affecting doing business in Israel as well as an introduction to the legal system; foreign investment, including restrictions, currency regulations and incentives; and business vehicles and their relevant restrictions and liabilities. The article also summarises the laws regulating employment relationships, including redundancies and mass layoffs, and provides short overviews on competition law; data protection; and product liability and safety. In addition, there are comprehensive summaries on taxation and tax residency; and intellectual property rights over patents, trade marks, registered and unregistered designs.

Overview

1. What is the general business, economic and cultural climate in your jurisdiction?

Economy

Israel is one of the most robust and technologically advanced market economies in the world. The country enjoys a skilled and highly qualified labour force, and a concentration of venture capital allows the country to lead in all areas high-tech.
The 2019 novel coronavirus disease (COVID-19) pandemic significantly affected the Israeli economy. However, a very high rate of inoculation and the fact that the economy reopened in the first quarter of 2021, has meant that the GDP is projected to grow robustly by 5% in 2021 and 4.5% in 2022. According to the OECD, the expected growth rate next year is higher in Israel than in the rest of the world, including the West.

Dominant Industries

Israel is an industrialised country. Its manufacturing is primarily based on intensive and sophisticated research and development and high-tech tools, processes and machinery. Dominant fields include industry, hi-tech, agriculture, construction and infrastructure, and diamonds.
According to Israel's Ministry of Foreign Affairs, the fastest growth rates are found in the high-tech sector. Israeli high-tech has never enjoyed a more prosperous period. The "Start-Up Nation" remains active and attractive to large investors, and in light of recent growth, valuations, IPOs, SPACs and acquisitions of Israeli tech companies, it is being rebranded the "Scale-Up Nation". The country continues to be celebrated for its reputation as a centre of technological excellence. As a result, Israeli innovation is on the radar of many leading international and multinational companies who closely track trends evolving in Israel with an eye to investing in and acquiring innovative technology. Companies working in cybersecurity, healthcare and medical devices, artificial intelligence, fintech, foodtech, and automotive technology continue to attract significant non-Israeli investment.

Population and Language

The most common spoken languages are Hebrew, English and Arabic, with most commercial transactions negotiated and documented in English.

Business Culture

Israel is a common law country. Israelis feel their freedom to act is determined by what is permissive under law. Contracts form the basis of the Israeli business environment, and as Israeli contract laws applies to any commercial engagement, even during early negotiation stages, it should be considered prior to initiating or forming any business relationship in Israel.
2. What are the key recent developments affecting doing business in your jurisdiction?
The Israeli high-tech scene continues to strengthen, with start-ups maturing, achieving higher valuations and a rising number of tech companies going public on both foreign and the local Tel Aviv Stock Exchange (TASE).
In 2020, the historic signature of the Abraham Accords and the normalisation between Israel and the United Arab Emirates and Bahrain brought new opportunities for the Israeli market.

Legal System

3. What is the general legal system in your jurisdiction?
The Israeli legal system is based on common law but also includes elements of civil law.
Israel does not have a formal constitution. However, certain basic laws are considered to form the backbone of its legal framework and jurisprudence. Israel is a small country, and as such does not have a federal system or a jury system.

Foreign Investment

4. Are there any restrictions on foreign investment, ownership or control?
Israel is open to and seeks to attract foreign investment. Accordingly, there are generally no limitations on foreign ownership of Israeli companies and assets. The only exceptions to this general rule apply to:
  • Foreign entities that have connections with certain hostile nations (see Question 5).
  • Target corporations that hold certain control permits that must be issued by the state.
5. Are there any restrictions or prohibitions on doing business with certain countries, jurisdictions, entities, organisations or individuals?
Israel is a member of the Organisation for Economic Co-operation and Development (OECD). Therefore, Israel is subject to broad legislation regarding anti-money laundering and terror financing as well as laws forbidding trade with "terrorist organisations".
According to Israel's Trade with the Enemy Ordinance of 1939, it is forbidden for an Israeli natural or legal person to have any commercial, financial or other affairs with any:
  • Country or ruler in a state of war with Israel (which currently includes Syria, Lebanon, and Iran) (an enemy state).
  • Person residing in an enemy state.
  • Legal entity that conducts business under the supervision of an enemy state.
  • Company that was incorporated under the laws of an enemy state.
  • Person (natural or legal) conducting business in an enemy state.
6. Are there any exchange control or currency regulations or any registration requirements under anti-money laundering laws?
There are no exchange control or currency regulations in Israel.
7. What grants or incentives are available to investors?
The "Angels Law" provides tax benefits to private investors who acquire shares of certain eligible Israeli companies in their initial R&D stage that meet certain conditions. The law allows each such investment to be recognised as an expense for tax purposes, in an amount of up to ILS5 million, in one instalment or over a period of three years.

Business Vehicles

8. What are the most common forms of business vehicle used in your jurisdiction?
The most common forms of business vehicles are private limited liability companies.
Partnerships are typically reserved for accountants, law firms and investment funds, mutual funds and hedge funds.
When a foreign company is deciding how to operate its business in Israel, it will choose between incorporating a private limited liability company (typically a subsidiary) and registering a foreign branch. This decision is usually based on tax considerations. From a corporate perspective, if the foreign company elects to register a branch, the foreign company will be subject to Israeli jurisdiction and will be directly responsible for the debts and liabilities of the branch.
Public companies are also common in Israel, and Israeli companies can choose to float themselves on the TASE or on various other international exchanges.
9. What are the main formation, registration and reporting requirements for the most common corporate business vehicle used by foreign companies in your jurisdiction?

Registration and Formation

To incorporate a limited liability subsidiary company, the parent company must provide the Companies Registrar with the following information:
  • The proposed name of the subsidiary (in English and Hebrew), with three alternatives. The name will need to include the phrase "Ltd." and must not be misleading or deceptive.
  • Certain details of the parent, including its incorporation documents and the authorised signatory.
  • Certain details of the subsidiary, including the registered address, authorised share capital, initial directors and articles of association (articles).
  • An application form, an Incorporating Shareholder Compatibility Statement form, and a director statement form. Each of these forms must be in the format provided by the Israeli Companies Registrar and must be in the Hebrew language.
Once these documents are submitted and the registration fee is paid (about ILS2,600), the subsidiary should be incorporated and issued a company registration number within a week.

Reporting Requirements

Private companies are required to submit annual reports to the Companies Registrar, describing the corporate structure of the company, the company's auditor and confirming that the company's financial reports were presented to its shareholders. A private company is also required to pay an annual fee of approximately ILS1,500. In addition a company is required to update the Companies Registrar on certain changes, including changes in its name, articles of association, issued or registered share capital, or composition of the board.

Share Capital

There is no maximum or minimum share capital.

Non-Cash Consideration

Shares can be issued for non-cash consideration.

Rights Attaching to Shares

Restrictions on Rights Attaching to Shares. All shareholders must act in good faith and in the customary manner and must refrain from abusing their power or taking advantage of other shareholders. Moreover, the following shareholders have an obligation to act fairly towards the company:
  • A shareholder that can appoint a director or general manager or holds at least 50% of the voting rights of the company (a controlling shareholder).
  • A shareholder that knows that how he/she votes will be decisive for a decision at a general meeting.
  • A shareholder that has the power to appoint or to prevent the appointment of an officer in the company, or any other power over the company.
The company may include in its articles of association, or shareholders may agree amongst themselves, to certain additional restrictions. This includes rights of first refusal, co-sale, right of first offer, tag along and various voting arrangements.
Automatic Rights Attaching to Shares. Under the Companies Law 1999, each shareholder has a right to:
  • Participate and vote in shareholder meetings.
  • Receive dividends.
  • Certain information rights.
  • Pre-emptive rights (if the company has one class of shares).
  • Certain drag along rights.
  • Rights in the event of discrimination.
  • Rights on liquidation.
In certain cases, these rights may be qualified in the company's articles.
10. What is the standard management structure and key liability issues for the most common form of corporate business vehicle used by foreign companies in your jurisdiction?

Management Structure

A private company is managed by the board of directors (board) who supervises the general manager/CEO, who is responsible for the day-to-day running of the company. Certain management decisions are reserved for the jurisdiction of the board and others for the company's shareholders.

Management Restrictions

There are no restrictions on foreign managers or directors.

Directors' and Officers' Liability

Directors in an Israeli company have the following duties:
  • Duty of care. A director must act with the level of care which a reasonable director, in the same position, would have acted under the same circumstances. He/she must be proactive and use reasonable means to obtain pertinent information when making decisions. He/she must make himself/herself familiar with the company's affairs, reasonably monitor management and supervise any committee that the board has delegated authority to. However, the recent trend in Israeli case law is to adopt a position similar to Delaware's business judgment rule (the difficult-to-rebut presumption that a director has acted on an informed basis, in good faith and in the best interests of the company).
  • Fiduciary duty. This is also known as the "duty of loyalty and good faith". A director must refrain from any conflict of interest with the company, including competing with or exploiting any business opportunity of the company for personal gain. He/she must act in the best interest of the company and all of its shareholders, not merely his/her own interests as a shareholder. He/she must use his/her independent discretion when voting in the board and cannot be party to a voting agreement. However, the board can approve certain "conflicts" if both:
    • the director acted in good faith and the best interests of the company were not compromised;
    • the director disclosed the nature of his/her personal interest (including all material information) in advance.
  • Duty of disclosure. A director must disclose to the board any personal interest that he/she may have, and all related material information, in connection with any existing or proposed transaction of the company. A "personal interest" includes that of any entity in which he/she holds at least a 5% shareholding, serves as a director or a CEO, or in which he/she has the right to appoint at least one director or the CEO. Moreover, if the transaction is an "extraordinary transaction" (that is, a transaction that is not in the ordinary course of business, not on market terms or likely to have a material impact on the company's profitability, assets or liabilities) a director must also disclose any personal interest of his/her family members. Directors are also required to disclose whether they have been convicted of certain offences.

Parent Company Liability

As a shareholder in a limited liability Israeli company, a parent company would not be liable for the subsidiary's actions, and the corporate veil would only be lifted in rare circumstances.

Environment

11. What are the main environmental regulations and considerations that a business must take into account when setting up and doing business in your jurisdiction?
There are various different environmental laws and regulations governing emissions, pollution and recycling.

Employment

Laws, Contracts and Permits

12. What are the main laws regulating employment relationships?

Mandatory Rules of Law

Israeli labour legislation provides employees certain minimum statutory rights, which cannot be waived, including those under the:
  • Minimum Wage Law 1987.
  • Wage Protection Law 1958.
  • Hours of Work and Rest Law 1951.
  • Annual Leave Law 1951.
  • Sick Pay Law 1976.
  • Severance Pay Law 1963.
  • Advance Notice for Dismissal and Resignation Law 2001.
In addition, employees are entitled to travel expenses to and from the workplace, national holidays, convalescence pay and a pension scheme under generally applicable extension orders.
All mandatory labour laws, benefits and protections apply to foreign workers. Foreign workers are also entitled to special benefits under the Foreign Workers Law 1991 (such as a written contract of employment, medical insurance and accommodation).
The international "choice of law" rules apply in Israel, and to the extent that the parties explicitly have agreed to a foreign law, it can apply to an employment contract. Where the choice of law is not clear, the labour courts may rule according to the circumstances, and the place where the agreement is performed will be a material consideration. Moreover, the Israeli labour courts will not uphold an explicit choice of law clause in the event the employee's rights under such law are materially less than those granted under Israeli labour laws.
Israeli employees working abroad may be subject to foreign laws.
13. Is a written contract of employment required
The employer is not obligated to provide a written contract of employment, unless it employs a foreign worker, or it is a manpower company. However, according to the Notice to Employee and Job Candidate (Terms of Employment and Screening and Recruitment Process) Law 2002, employers must provide each employee with a notice of his/her main employment terms using a stipulated form, which includes the following details:
  • Employer's and employee's information (name, address, ID number).
  • Employment commencement date.
  • Term of employment.
  • Position and main duties.
  • Direct supervisor.
  • Salary.
  • Working hours per day and per week.
  • Rest day.
  • Social benefits and payments.
  • Details of the pension fund (and the contributions to the pension fund).
  • Applicable collective bargaining agreements.
The provisions of any applicable collective bargaining agreement or extension order can also be imported into an employment contract.
14. Do foreign employees require work permits and/or residency permits?
Employing foreign employees requires work and residency permits from the Population and Immigration Authority under the Ministry of Interior.
Work permits are applied for in connection with a particular position and employer.
Depending on the specific permit requested, in some cases the procedure with the relevant authorities may take a week, and in many cases can take as much as 60 to 90 days.
It is crucial to file the application as soon as possible and before the worker arrives in Israel. The price of these permits ranges from a few hundred to a few thousand shekels.

Termination and Redundancy

15. Are employees entitled to management representation and/or to be consulted in relation to corporate transactions (such as changes in control, redundancies and disposals)?
Consultation on termination may be required if there is a workers' committee or union in the workplace, or in the event there is an applicable special collective bargaining agreement.
16. How is the termination of an individual's employment regulated?
In general, employers are allowed to dismiss any of their employees at any time, subject to certain limitations set by law, the employment agreement and/or any applicable collective bargaining agreement.
Legal limitations apply to dismissals of employees who are:
  • Pregnant.
  • On maternity leave (and for a period of 60 days after).
  • Staying in shelters for abused women.
  • On or after military service.
  • On sick leave.
  • Undergoing fertility treatment.
  • Belonging to a bereaved family.
However, assuming that no such legal limitation exists, the termination can be based on any grounds other than discrimination. Prior to making a final decision to terminate an employee's employment, the employer must hold a hearing with the employee to allow him/her to state his/her case and attempt to persuade the employer against the dismissal. This rule applies to layoffs, as well as any dismissal or discharge.
If the employer does not comply with the above restrictions and procedures, the employee may have a potential wrongful termination claim and may be awarded compensation of up to 12 months' salary (in severe cases, up to 24 months' salary) and in extreme circumstances, may claim for reinstatement.
There is a statutory notice period of up to 30 days (Advance Notice for Dismissal and Resignation Law 2001). Employees are entitled to a statutory severance of one month's salary for each year of employment if the employee has worked for the employer for at least 12 months (Severance Pay Law 1963). It is also possible for the employee and employer to agree in advance to adopt an alternative statutory severance arrangement, which would also provide the employee severance in the event of resignation and limit the employer's liability with respect to the amount of severance.
17. Are redundancies and mass termination regulated?
The rules for termination also apply to redundancy and mass layoffs (see Question 16). As an employer may face claims that the layoff selection process was affected by some form of unlawful bias or discrimination, it is always advisable to have a fully thought-out and articulated business basis for each layoff decision.
In the event of terminating ten or more employees in the same month, the employer must notify the Employment Service Bureau (Employment Service Law 1959). However, this provision is archaic and rarely implemented or followed.

Tax

Taxes on Employment

18. In what circumstances is an employee taxed in your jurisdiction?
If the employee is an Israeli tax resident, he/she will be taxed on income on a worldwide basis, regardless of the place where the income was produced, derived or received.
Non-resident employees are taxed only on Israel-source income.
Tax residence for individuals is determined by the "centre of life" test, which considers an individual's permanent home, his/her family, economic and social connections, place of business or place of permanent or usual employment and the location of his/her active and substantive economic interests.
An individual is presumed to be an Israeli tax resident if present in Israel for either:
  • 183 days or more during the tax year.
  • At least 30 days during the relevant tax year and a total of 425 days or more during the relevant tax year and the preceding two tax years.
However, this presumption can be rebutted.
Any taxation would be subject to the limitations of any applicable tax treaty.

Tax Resident Employees

The tax rates on employment annual income for 2021 are as follows:
  • For income up to ILS75,480: the rate is 10%.
  • For income of ILS75,481 to ILS08,360: the rate is 14%.
  • For income of ILS108,361 to ILS 173,880: the rate is 20%.
  • For income of ILS173,881 to ILS 241,680: the rate is 31%.
  • For income of ILS241,681 to ILS 502,920: the rate is 35%.
  • For income of ILS502,921 and above: the rate is: 47%.
If an individual's annual taxable income exceeds ILS 647,640 (for 2021), an additional tax (surtax) of 3% will apply.
For 2021, social security payments (SSP) due on monthly salaries are:
  • For income up to ILS 6,331: the rate is 7.05% (3.55% to be paid by the employer, 0.4% by the employee and 3.1% is deducted for health insurance payments (HIP)).
  • For income of ILS 6,332 to ILS 44,020: the rate is 19.6% (7.6% to be paid by the employer, 7% by the employee and 5% is deducted for HIP).

Other Methods to Determine Residency

If the employee is an Israeli tax resident, he/she will be taxed on income on a worldwide basis, regardless of the place where the income was produced, derived or received.
Non-resident employees are taxed only on Israel-source income.
Tax residence for individuals is determined by the "centre of life" test, which considers an individual's permanent home, his/her family, economic and social connections, place of permanent or usual employment and the location of his/her active and substantive economic interests.
An individual is presumed to be an Israeli tax resident if present in Israel for either:
  • 183 days or more during the tax year.
  • At least 30 days during the relevant tax year and a total of 425 days or more during the relevant tax year and the preceding two tax years.
However, this presumption can be rebutted.
Any taxation would be subject to the limitations of any applicable tax treaty.
19. What income tax, social security and other tax or contributions must be paid by the employee and the employer during the employment relationship?

Tax Resident Employees

The tax rates on employment annual income for 2020 are as follows:
  • For income up to ILS75,960: the rate is 10%.
  • For income of ILS75,961 to ILS108,960: the rate is 14%.
  • For income of ILS108,961 to ILS174,960: the rate is 20%.
  • For income of ILS174,961 to ILS243,120: the rate is 31%.
  • For income of ILS243,121 to ILS505,920: the rate is 35%.
  • For income of ILS505,921 and above: the rate is: 47%.
If an individual's annual taxable income exceeds ILS651,600 (for 2020), an additional tax (surtax) of 3% will apply.
For 2020, social security payments (SSP) due on monthly salaries are:
  • For income up to ILS6,331: the rate is 7.05% (3.55% to be paid by the employer, 0.4% by the employee and 3.1% is deducted for health insurance payments (HIP)).
  • For income of ILS6,332 to ILS44,020: the rate is 19.6% (7.6% to be paid by the employer, 7% by the employee and 5% is deducted for HIP).

Non-Tax Resident Employees

The same income tax regime applies to non-tax resident employees as to tax resident employees, subject to any applicable tax treaty (see above, Tax resident employees).
Non-tax resident employees are not usually expected to pay HIP and are subject to lower SSP rates.

Employers

Employers are responsible for withholding employees' SSP and HIP from salaries and remitting these, together with employer's own payments, to the Social Security Institutions. Payment should be remitted by the 15th day of each month.

Business Vehicles

20. When is a business vehicle subject to tax in your jurisdiction?

Tax Resident Business

Tax residency is recognised for corporate vehicles. A company incorporated in Israel, or managed and controlled in Israel, will be considered tax resident. Partnerships are transparent from an Israeli tax perspective, and the partners are taxed directly.

Non-Tax Resident Business

Non-resident companies are taxed on Israeli-source income and subject to the limitations of any applicable tax treaty between Israel and their country of residence. Generally under the tax treaties, a non-resident company is considered to have a taxable presence in Israel if it has a permanent establishment in Israel.
21. What are the main taxes that potentially apply to a business vehicle subject to tax in your jurisdiction?
An Israeli tax-resident company is subject to corporate tax in Israel on its worldwide income at a rate of 23% (for 2021). An annual tax return must be filed with the tax authority by 31 May of the previous year, together with the tax payments under a self-assessment. However, it is possible, in certain circumstances, to obtain an extension for the filing and payment deadline.
In addition, monthly reports must be filed with the tax authority on a variety of matters (such as withholdings, capital gains and so on).
VAT is generally imposed on goods and services supplied in Israel by businesses, including on the importation of goods or services, and is usually paid by the buyer. The current rate is 17% (for 2021).
Custom duties and/or purchase tax are imposed on imports and sales of certain types of goods. The rates vary for different products. However, various trade agreements can reduce these customs duties.

Dividends, Interest and IP Royalties

22. How are the following taxed:
  • Dividends paid to foreign corporate shareholders?
  • Dividends received from foreign companies?
  • Interest paid to foreign corporate shareholders?
  • Intellectual property (IP) royalties paid to foreign corporate shareholders?

Dividends Paid

Dividends paid by an Israeli company to foreign shareholders are subject to withholding tax at a rate of 25%. In the case of a substantive shareholder (that is, a person who directly or indirectly holds (alone or with another) at least 10% of the means of control in the company), the withholding tax rate is 30%. However, the rates may be lower or exempt, subject to an applicable tax treaty.

Dividends Received

Dividends received from foreign companies by an Israeli resident are taxed at 25% (30% for substantive shareholders), as well as an additional tax of 3% (surtax) if the taxable income paid to an individual shareholder (from any Israeli sources, including capital gains) exceeds ILS647,640.

Interest Paid

Interest paid to foreign corporate shareholders is generally subject to withholding tax at the rate of 25%. However, the following are exempt from tax when paid to a foreign corporate shareholder:
  • Interest on traded bonds (government and corporate bonds) provided that certain conditions are met.
  • Interest on loans provided to the state in foreign currency.
  • Interest on loans provided to an Israeli resident in foreign currency, provided that certain conditions are met.
  • Interest on foreign currency bank deposits, provided that certain conditions are met.

IP Royalties Paid

Gross royalties paid to a non-resident corporate shareholder are subject to a withholding tax at the rate of 25%. However, the rate may be lower or exempt, subject to an applicable tax treaty.

Groups, Affiliates and Related Parties

23. Are there any thin capitalisation rules (restrictions on loans from foreign affiliates)?
There are no thin capitalisation rules in Israel.
24. Must the profits of a foreign subsidiary be imputed to a parent company that is tax resident in your jurisdiction (controlled foreign company rules)?
In the event that a foreign subsidiary is considered a Controlled Foreign Company (CFC), its undistributed profits will be taxed as if they had been distributed to its parent.
A subsidiary will be considered a CFC if it fulfils all of the following requirements:
  • The subsidiary is an entity and not an individual.
  • The subsidiary is a foreign entity (that is, not an Israeli tax resident).
  • No more than 30% of the shares of the subsidiary (or any rights therein) are registered for trade on any stock exchange.
  • Either of the following applies:
    • most of the subsidiary's income during the tax year is passive income (interest, dividends, royalties, rental fees and capital gains, provided that such income is not classified as business income under Israeli tax law);
    • most of the subsidiary's profits during the tax year are derived from passive income.
  • The tax rate that applies to the subsidiary's passive income in the relevant foreign country does not exceed 15%.
  • One of the following applies:
    • more than 50% of its means of control is held, directly or indirectly, by Israeli residents;
    • more than 40% of one or more of its means of control is held by Israeli residents who, together with a relative thereof, hold more than 50% in one or more of the means of control of the entity; or
    • an Israeli resident who has the right to make substantial managerial decisions.
25. Are there any transfer pricing rules?
The Israeli Tax Ordinance provides that an international transaction conducted between related parties should be carried out on an arm's length basis. A "related party" is defined mainly as where there is control of one party by the other, or where the contracting parties are under common control, directly or indirectly.
Indicators of "control" include having the right to:
  • At least 50% of the profits.
  • At least 50% of the rights to appoint directors or the general manager or other similar positions.
  • At least 50% of votes in the general shareholders' meeting.
  • At least 50% of the shares in equity on liquidation.
  • Determine which party will have any of the foregoing rights.
The transfer pricing regulations set out a hierarchy of methods which can be used to establish an acceptable transfer price, which include the primary methods provided in the OECD guidelines. These are as follows:
  • Comparable uncontrolled price.
  • Resale price method.
  • Cost-plus method.
  • Net margin method
  • Profit split method.
The regulations also note the use of the comparable profits method (CPM), which is a method prescribed in the US, rather than the methodology acknowledged by the OECD.

Customs Duties

26. How are imports and exports taxed?
VAT is imposed on imports of goods and services at the rate of 17% (2021). In principle, VAT is also imposed on the exports of goods and services but, in some cases, the applicable rate for such transactions is zero.
Customs are generally imposed on imports of goods, usually on an ad valorem basis. The rates vary for different types of goods and are listed on the Israeli Tariff published by the Israel Tax Authority.
A purchase tax is imposed on the purchase of certain goods and services. The rate varies for different goods. However, Israeli businesses engaging with entities from the US, EU members states, EFTA member states, Turkey, Canada, Mexico, Mercosur, Colombia, Panama, Ukraine and the UK countries may benefit from certain free trade agreements.

Double Tax Treaties

27. Is there a wide network of double tax treaties?
Israel has signed more than 50 bilateral tax treaties, including with the US, UK and nearly all of Western Europe. Most of the tax treaties follow the OECD model tax treaty. The provisions of any double tax treaty supersede any corresponding Israeli legislation.

Competition

28. Are restrictive agreements and practices regulated by competition law? Is unilateral (or single-firm) conduct regulated by competition law?

Competition Authority

The Israel Competition Authority (ICA) is the national regulator for anti-trust matters. Guidance on the ICA's competition law rules can be found on the ICA's website (www.gov.il/en/departments/competition).

Restrictive Agreements and Practices

The Economic Competition Law 1988 (Anti-trust Law) provides that any restrictive arrangement will require approval from the Competition Tribunal or an exemption from the Competition Commissioner. A "restrictive arrangement" is an arrangement by persons conducting business, where at least one of the parties restricts itself in a manner that is likely to eliminate or reduce its business competition with the other party or any third party, for example, by restricting the:
  • Price to be demanded, offered or paid.
  • Profit to be obtained.
  • Market by location or types of customers.
  • Quantity, quality or type of assets.
However, there are exceptions to this definition (for example, in the context of using patents, trade marks, real estate and so on).
In addition, to the extent that an engagement is deemed a restrictive arrangement, it may fall under one of the various block exemptions provided under the law.
On 13 November 2018, amendments to the antitrust rules were published regarding ancillary restrictions on mergers and joint ventures. The purpose of the amendments is to facilitate the conduct of business in Israel and to enable parties to transactions that do not harm competition, to conduct their businesses efficiently and without heavy unnecessary regulation. In May 2021, the Competition Commissioner published a proposal to amend the antitrust rules regarding six block exemptions (among others) in order to extend its validation for another five years.
Prior to the amendment, parties to a merger or joint venture that did not meet the criteria provided in the relevant block exemptions, were required to apply to the Competition Tribunal for individual exemption in each case. Now, in certain circumstances, in lieu of requesting such exemption, parties have the ability to make a self-assessment (supported by appropriate economic and legal opinions) that their activity does not harm competition.
A breach of the Economic Competition Law is a criminal offence. Offenders are liable to up to five years' imprisonment or a fine of up to ILS100 million, as well as other administrative financial sanctions and liability under the Civil Wrongs Ordinance (New Version). Officers may also have liability for the competition violations of their corporation.

Unilateral Conduct

Unilateral conduct is regulated by the Economic Competition Law in the context of monopolies. A "monopoly holder" is defined as any party holding more than a 50% market share of a particular market or any party holding significant market power. The law imposes various restrictions on monopolies. The Economic Competition Law seeks to prohibit the abuse of a monopoly that may cause harm to market competition or to the public (for example, through harm to the price quantity, quality or supply of assets or services).
29. Are mergers and acquisitions subject to merger control?
The Economic Competition Law regulates mergers. A merger can take the form of either an:
  • Arrangement for the acquisition of most of a company's assets by another company.
  • Arrangement for the acquisition of shares in a company by another company, whereby the acquiring company attains more than 25% of any of the following:
    • nominal value of the issued share capital;
    • voting power;
    • power to appoint directors; or
    • power to participate in the profits of such company.
Certain mergers are subject to the prior approval of the Competition Commissioner, who can object to or condition the consummation of a merger if he/she believes there is a reasonable risk that, as a result of the merger, there would be significant harm caused to market competition in that sector or to the public (due to harm to the price, quantity, quality or supply of assets or services).
The types of mergers which require prior approval are as follows:
  • Mergers that result in the merged company being considered a "monopoly holder" (see above).
  • Mergers where one of the merging companies is defined as a monopoly holder in the market.
  • Mergers where both:
    • the combined sales turnover of the merging companies, in the previous fiscal year, exceeded ILS360 million (this figure is updated annually);
    • the turnover of at least two of the merging companies is at least ILS10 million.
Following a recent draft memorandum published by the Competition Commissioner, it is anticipated that the minimum sales turnover will be increased from ILS10 million to ILS20 million for each of the companies. In the interim, it is possible for the parties to a merger whose turnover ranges between ILS10 and ILS20 million to apply for an exemption from the obligation to report.
In addition, a foreign-to-foreign acquisition/merger which raises reasonable concerns of significant harm to competition or to the public in Israel would also be subject to the Economic Competition Law (for example, a merger between two foreign entities that both have an Israeli subsidiary).

Anti-Bribery and Corruption

30. Are there any anti-bribery or corruption regulations affecting business in your jurisdiction?
The main anti-bribery and corruption legislation enacted in Israel is provided in the Penal Law 5737 of 1977 (Penal Law).
The bribing of public officials constitutes a criminal offence:
  • Prohibiting the acceptance of a bribe by a public official (section 290, Penal Law).
  • Prohibiting the act of offering, giving and/or promising a bribe to a public official (section 291, Penal Law).
The elements constituting a bribery offence in Israel are as follows:
  • A benefit that could be viewed as a bribe (the terms "bribe" and "gift" are very broadly defined under Israeli law, so that any benefit can be considered a bribe).
  • Given to, or accepted by, a "public official" (the term "public official" is also broadly defined and includes an employee of the state, local regulatory authorities, or other governmental companies).
  • The bribe was given, or accepted, as consideration for an action related to the public official's position, such as to sway or influence a decision or process.
Israeli case law emphasises that the prohibition on bribery applies even if the bribetaker did not perform, did not intend to perform, or was not authorised to perform the act for which the bribe was given. It is not necessary to show that the bribetaker actually gave consideration to or actually favoured the bribegiver. In order to prove that a public official accepted a bribe for the purposes of an act related to their as a public official, it is sufficient to show a reasonable possibility that the paths of the bribegiver and the bribetaker may cross in the course of their role as a public official. This interpretation was discussed at length in the context of donations. Moreover, there is no need for both the giver and the taker to be aware of the existence of bribery for the purposes of proving that bribery was committed. Under section 293 of the Penal Law, it is immaterial whether the bribe was given:
  • By the person actually providing the bribe or by someone else.
  • Directly to the person who accepted it or given to someone else on such person's behalf.
  • In advance or after the event for which the bribe was given or taken.
  • To benefit the person who accepted it or any other person.
Bribing a foreign public official constitutes an offence under section 291A of the Penal Law. The term "foreign public official" is defined in section 291A(c) as any person who is employed by a foreign country's regulatory authorities, a person holding public office, and an employee of a public international organisation.
The penalty for taking or accepting a bribe under section 290 of the Penal Law is a maximum of ten years' imprisonment, or the higher of either a fine five times greater than that specified in section 61(a)(4) of the Penal Law (that is, NIS 1,130,000) or a fine four times greater than the value of the benefit the perpetrator gained or intended to gain by committing the offence. The penalty for bribing a public official under section 291 of the Penal Law is a maximum of seven years' imprisonment or a fine as prescribed in section 290(a) of the Penal Law.
When a person has been convicted of giving or taking a bribe, in addition to the imposed penalty, the court may order the forfeiture of what was given as a bribe (section 297, Penal Law). The court may also order the person who gave the bribe to pay to the State Treasury the value of the benefit they derived from the bribe (disgorgement).
According to section 4 of the Interpretation Law 5741 of 1981, the term "person" includes a corporation. In Israel, both individuals and corporations can be prosecuted for bribery offences. Section 23(a)(2) of the Penal Law sets out the scope of corporate criminal liability for offences committed with criminal intent or negligence. Under section 23(a)(2), criminal liability can be imposed directly on corporations, if, under the circumstances, the perpetrator's actions and criminal intent or their negligence, while committing the offence, can be regarded as the actions and criminal intent or negligence of the corporation, in light of the perpetrator's position, authority, and responsibilities in managing the corporation's business.
In Israel, there is no civil sanction for bribery. However, any person who considers themselves to be harmed by an act of bribery committed by someone else can file a civil lawsuit, to the extent such person suffered damage as a result of such act. Further, the giving (or acceptance) of a benefit to (or from) a private person for an action related to their "non-public" position does not constitute a bribe. Nevertheless, section 425 of the Penal Law provides that an employee of a corporation who, in fulfilment of their duty, acted fraudulently or in breach of trust, may be sentenced to three years' imprisonment.

Intellectual Property

31. What are the main IP rights that are recognised in your jurisdiction?

Patents

Definition and Legal Requirements. In Israel, patents are granted under the Patents Law 1967. A patent can be granted in Israel for inventions, whether products or processes, in any field of technology provided they:
  • Are new.
  • Are useful.
  • Can be used industrially.
  • Involve an inventive step.
Registration. The authority that registers patents in Israel is the Israeli Patent Office (ILPO). The Commissioner of Patents, through the ILPO's clerks and examiners, is authorised to grant patents and to manage the Register of Patents. The ILPO's website (www.justice.gov.il/En/Units/ILPO/Pages/default.aspx) has comprehensive information relating to the application procedure.
Enforcement and Remedies. A patent owner can act in court against infringing parties. A typical court action based on an infringement of patents would be a civil claim for a temporary and permanent injunction. Additional remedies include monetary damages.
Length of Protection. The term of a patent is 20 years from the application date.

Trade marks

Definition and Legal Requirements. In Israel, trade marks are granted under the Trade Marks Ordinance (New Version) 1972. Trade marks are letters, numbers, words, images, symbols or other signs, or a combination of these, whether two or three dimensional. Trade marks are marks which are used by manufacturers or service providers to identify their goods and services to the consumers.
Protection. Trade mark registration in Israel is handled by the ILPO's trade mark department. The ILPO operates a website in English version and provides guidance and instructional manual on the application process. An owner of an unregistered trade mark can act in court against infringing parties, provided the mark has acquired "goodwill" in Israel. Also, the Israeli Trademarks Ordinance recognises "well known" trade marks which are entitled to wider protection, even if not registered.
Enforcement and Remedies. A trade mark owner, whether registered or not, can act in court against infringing parties. A typical court action based on an infringement of trade mark rights would be a civil claim for a temporary and permanent injunction. Additional remedies include monetary damages. In some cases, it is possible to initiate criminal proceedings against infringers.
Length of Protection and Renewability. Israeli trade marks are valid and in effect for ten years from the filing date. Registrations can be renewed without limit, for additional terms of ten years each.

Registered Designs

Definition. In Israel, registered designs are granted under the Designs Law 2017. A design right is an intellectual property right that grants its holder protection for the visual elements of a new and original industrial product, including its shape, colour or material. Examples for products that qualify for registration as a registered design include jewellery, watches, clothes, toys, telephones, furniture and all instruments and working tools.
Registration. Design registration in Israel is handled by the ILPO's design department. The ILPO has an English language version of its website which provides information and guidance on the application process.
Enforcement and Remedies. A registered design holder can seek injunctive relief against an infringing party and may be entitled to liquidated damages of ILS100,000 for each infringement. The courts can also instruct that certain actions be taken in order to avoid or reduce damage to the registered design holders.
Length of Protection and Renewability. A design registration is valid for a period of 25 years from the application date, subject to the payment of renewal fees.

Unregistered Designs

Definition and Legal Requirements. This is a design which was not filed before the Israeli Design Office. To enjoy protection an unregistered design must be new and innovative and the relevant product must be offered for sale in Israel within six months from the date it was first published in Israel or abroad. An unregistered design holder has the right to prevent any person from manufacturing for commercial purposes, any product which is a copy (whether or not identical) of the unregistered design.
Enforcement and Remedies. The owner of an unregistered design can seek injunctive relief in case of an infringement (but not liquidated damages). The courts may also instruct that certain actions be taken in order to avoid or reduce damage to the registered design holders.
Length of Protection. There is a three-year protection term for unregistered designs.

Copyright

Definition and Legal Requirements. In Israel, copyrights are granted by the Copyright Law, 2007. Copyright protection is available in Israel for original works, which are defined as independent and not copied from other works. The creator of copyright must demonstrate a minimal level of effort and creativity. Copyright protects literary works, art, music, commercial graphics, software code and music discs. Ownership of copyright is vested by default with the employer, and with an independent contractor.
Protection. Copyright cannot be registered in Israel. It is advisable to add the © symbol and to deposit the work in an escrow to demonstrate originality.
Enforcement and Remedies. The right to enforce copyright is vested with the owner, who may be entitled to injunctive relief and damages. The current law allows for liquidated damages of about ILS100,000 for each breach of copyright.
Length of Protection and Renewability. Copyright protection is Israel is in effect until the 70th anniversary of the death of the creator of the work.

Marketing Agreements

32. Are marketing agreements regulated?
There is no requirement to register a distribution, agency or franchise agreement. There are also no specific restrictions on the nationality of the contracting parties to such an agreement.
Any exclusivity in relation to these agreements may be considered a "restrictive arrangement" under the Competition Law. However, the Anti-trust Rules (Block Exemption for Exclusive Distribution Agreements) (Temporary Order) 2001 allows for exclusivity in certain distribution arrangements provided:
  • Neither party to the agreement has a monopoly in the market.
  • The parties are not competitors.
  • The distributor's market share is not more than 30%.
  • The arrangement does not fall foul of various other restrictions.

Agency

The Agency Contract Law (Commercial Agent and Supplier) 2012 governs the relationship between a principal and a commercial agent. This law affords commercial agents certain protections, notably statutory minimum notice and compensation in the event of termination of the agency contract.

Distribution

Distribution agreements are not subject to any specific regulation or law, and are governed by Israel's general contract law.

Franchising

A franchise agreement may be considered a restrictive arrangement under the Competition Law. However, the Anti-trust Rules (Block Exemption for Franchise Agreements) (Temporary Order) 2001 allows for such relationships in certain cases provided:
  • Neither party to the arrangement has a monopoly in the market.
  • The parties are not competitors.
  • The franchisee's market share is not more than 30%.
  • The arrangement does not fall foul of various other restrictions.

E-Commerce

33. Are there any laws regulating e-commerce?
There are various laws that regulate e-commerce. Primarily, the Consumer Protection Law 1981 provides consumers with protection for transactions made at a distance. This law sets out the information that the dealer must provide to the consumer and the manner and timeframe in which the consumer may cancel such a transaction. However, these protections apply solely to a consumer-dealer relationship and not to B2B e-commerce activities.
The Electronic Signature Law 2001 provides that the requirement for a signature on a document can be fulfilled using an e-signature, and it sets out the evidentiary weight to be assigned to various types of e-signature.
34. Are online platforms regulated in relation to their use for marketing/sales purposes?
There is no specific regulation aimed at platforms when dealing with e-commerce. The relationship between the platform and the consumer is addressed in the Consumer Protection Law 1981 and the regulation promulgated thereunder. These provisions are aimed at preventing any misleading representation in commerce in the widest sense and can be interpreted as applying to various promotion technics including misleading comparisons, and favourable treatment of merchants.
The relationship the platform has with the merchants would usually be reviewed as any other commercial contract. However, in some cases of online platforms the terms of the engagement may be viewed as a standard form contract, granting the merchant certain protections against discriminatory provisions such as various waivers put in place by the platform.

Advertising

35. How is advertising regulated in your jurisdiction?
Various laws regulate advertising in Israel. These laws:
  • Prohibit adverts that could mislead a minor or otherwise exploit the minor's age or lack of experience.
  • Regulate unsolicited messaging (SPAM) (introducing an opt-in mechanism).
  • Restrict the marketing of alcohol and tobacco products.
  • Ban deceitful or misleading advertising.
36. How are sales promotions regulated in your jurisdiction?
Conducting raffles and prize draws for promotional purposes is allowed only in accordance with the terms of the special permit published by the Ministry of Finance as an exception to the general prohibition of raffles, draws and lotteries under the Penal Law 1977. Any such promotional activity must be conducted in strict compliance with the permit.
Other types of commercial promotions are regulated by the Consumer Protection law and regulation, creating a complex web of rules dealing with display of prices and font size for promotional material, duration of the promotions, and the use of the term "sale".

Data Protection

37. Are there specific data protection laws? If not, are there laws providing equivalent protection?
The Protection of Privacy Law 1981 governs the individuals' right to privacy and the collection, storage and disclosure of personal data. According to this law, certain types of databases must be registered with the Database Registrar at the Protection of Privacy Authority. One such type of database is a database containing sensitive data (that is, data which includes information such as a person's personality, private affairs, health, economic situation, opinions and faith). This law further regulates how a data subject's consent must be obtained and how such data can be disclosed to third parties, in and outside of Israel.
The Privacy Protection (Data Security) Regulations, 2017, sets standards, requirements, and mechanisms concerning personal data protection and personal data breaches. These regulations differentiate liability in accordance with the size of the database, the sensitivity of the data and the number of people exposed to the information.
The level of privacy and data protection regulation in Israel is deemed adequate by the European Commission.

Product Liability

38. How is product liability and product safety regulated?
In addition to the general contract and tort laws, the following statues specifically address product liability and product safety:
  • Defective Products Law 1980. This provides that a manufacturer, and where the manufacture occurs outside of Israel, also the importer of the product to Israel, is responsible for bodily injury caused by a defective product or defective component in the supplied product or its package. A product will also be considered defective if cautions or treatment and use instructions were required for safety reasons but were not provided, or were provided but did not suitably address the danger involved in the product. The law is a strict liability law and cannot be contracted out of. The amount of damages payable by a manufacturer/importer under the law is also capped.
  • Sales Law 1968. This governs the sale of products that are non-conforming or defective.
  • International Sale of Goods Law 1999. This adopts the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980), and governs the international sale of products that are non-conforming or defective. Both this law and the Sales Law 1968 apply to contracts, unless specifically excluded by the parties.
  • Consumer Protection Law 1981. This governs the sale of products to consumers and prescribes certain disclosure requirements and statutory warranty periods, and similarly cannot be contracted out of.

Regulatory Authorities

39. What are some of the key regulatory authorities relevant to doing business in your jurisdiction?

Competition

Main Activities. The Israel Competition Authority deals with restrictive practices and merger review and acts in accordance with the powers vested under the Economic Competition Law 1988.

Environment

Main Activities. The Ministry of Environmental Protection oversees all environmental laws.

Financial Services

Main Activities. Financial services are regulated by three regulators, the Supervisor of Banks oversees the banking sector and licensed acquirers, the Israel Securities Authority (ISA) is the national securities regulator of Israel.
The ISA supervises the offering of securities to the public, mutual fund managers, portfolio managers, investment advisers, investment marketers and trading platforms.
The Capital Markets, Insurance and Savings Authority oversees insurance companies, provident funds and the non-banking financial services, such as credit and financial asset services which include remittance, exchange, e-wallets and certain aspects of payment services.

Other

Main Activities. The Ministry of Economy is another notable regulator as it oversees various aspects of importation into Israel and issues of standardisation. This Ministry also has a department focused on foreign investment in Israel.

Other Considerations

40. Is there anything else that is important relating to doing business in your jurisdiction?
There is nothing else that is important relating to doing business in Israel.

Contributor profiles

Ariella Dreyfuss, Partner

Barnea Jaffa Lande

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Professional Qualifications. Israel, Advocate
Areas of Practice. Mergers and acquisitions; hi-tech; commercial.
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  • Ariella advises international and Israeli companies, private equity and venture capital funds, CVCs, and investors and entrepreneurs engaged in a wide range of low-tech and high-tech activities, including communications, life sciences, medical devices, femtech, mobility, internet, financial services, IOT, art, and cybersecurity.
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  • Dr. Zvi Gabbay is a former regulator, who served as the head of enforcement of the Israel Securities Authority. After completing his master's and doctorate degrees at Columbia University School of Law, New York, Zvi worked at Skadden, Arps, Slate, Meagher & Flom LLP.
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Professional Associations/Memberships. Member of Israel Bar Association since 1999.

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Barnea Jaffa Lande

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Ilan Blumenfeld, Partner

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  • Ilan serves as legal counsel to a variety of Israeli commercial entities, advising on all aspects of corporate law.
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Professional Associations/Memberships. Member of Israel Bar Association since 2006.

Harel Perlmutter, Partner and Head of the Tax Department

Barnea Jaffa Lande

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Recent Transactions. Harel advises local and international clients on the entire spectrum of tax issues, including international taxation, corporate taxes, transfer prices, taxation of individuals, real-estate taxes, and indirect taxes.
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Ron Shuhatovich, Partner

Barnea Jaffa Lande

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Recent Transactions. Ron specialises in providing counsel and guidance to companies operating in the capital and securities markets. He advises companies through various aspects of corporate law and securities law, including IPOs and secondary offerings of securities to the public, the preparation and drafting of prospectuses, and representation before the Tel Aviv Stock Exchange.
Professional Associations/Memberships. Member of Israel Bar Association since 2011.