Commercial Law

Commercial Lawyer in Israel
Companies, partnerships, contracts and business disputes

A business runs on agreements - with partners, clients, suppliers and the bank. We make sure those agreements are drafted properly and hold when they are tested: from incorporating the company, through the next critical contract, to a dispute you have to win without losing the business.

Partnership agreements Company formation Shareholder disputes Commercial contracts Liquidation
More than fifteen years in practice
More than two thousand nine hundred clients represented
Nine practice areas
Certified to the ISO 9001 quality management standard

We advise companies, partnerships, businesses and non-profits - ongoing counsel, transactions and commercial litigation. Offices in Jerusalem and Tel Aviv, working in English, Hebrew and Arabic.

Before you take a step

Three mistakes that cost real money

Each one rests on a provision of Israeli law - not on a hunch.

Going into business together without an agreement, "because we are friends"

A partnership built on trust is still a partnership in the eyes of the law.

Without a partnership agreement the default rules of the Partnerships Ordinance apply to you - even if you never registered a partnership. Whatever you agreed verbally about splits, authority and exit is worth exactly as much as the other side remembers.

What the law says

The Partnerships Ordinance provides that failure to register does not determine whether a partnership exists (section 6). Absent an agreement to the contrary, a partnership of unspecified duration dissolves on notice from a single partner (section 41), and the death of a partner dissolves the whole partnership (section 42). A well-drafted agreement overrides all of these defaults.

Signing a personal guarantee for the bank - and forgetting it exists

Limited liability is worth exactly as much as the guarantees you did not sign.

A limited company separates your personal assets from the debts of the business. A personal guarantee bypasses that protection with one signature - often with no cap, no expiry date, and sometimes still binding after you have left the company.

What the law says

Separate legal personality protects a shareholder: a court will attribute a company debt to a shareholder only in exceptional cases - where the separate personality was used to defraud a person or prejudice a creditor, or involved unreasonable risk-taking as to the company's ability to meet its debts (section 6 of the Companies Law). A personal guarantee is a waiver of that protection in advance - a separate contract between you and the creditor, which does not depend on veil-piercing at all.

Closing a deal over email and assuming it is "not binding"

Business correspondence is not corridor talk. It is evidence - and sometimes a finished contract.

An offer, a price, "great, we are agreed" - and sometimes a binding contract has been formed without anyone noticing. And in the other direction: whoever relies on a verbal understanding may find there is no way to prove it.

What the law says

Section 23 of the Contracts Law provides that "a contract may be made orally, in writing or in any other form" - unless a particular form is required by law or by agreement between the parties. Where there is intent to be bound and sufficient certainty, an exchange of messages can mature into a binding contract. On material transactions, agree in writing up front that only a signed document will bind.

How it works

Five stages, from the first call to a resolution

In most commercial matters the big decisions are made at stage three - before a single letter goes out.

First call

Introduction and mapping

What the business is, who the parties are and what is genuinely urgent. By the end of the call you know the next step and what it costs.

Gathering and analysis

The legal picture

We read the agreements, the articles and the correspondence, and identify the strong and weak points - yours and the other side's.

The main junction

Strategy and decision

Negotiation, redrafting, arbitration or court? We set out the options, the risk and the cost - and decide together with you.

Execution

Drafting, negotiation and representation

Precise drafts, negotiation, and representation in proceedings if needed - with us updating you at every stage rather than the other way round.

After signing

Implementation and ongoing support

We make sure the agreement is actually implemented and stay available - because the business keeps running after the signature.

What you get from us

Four commitments

Not slogans - things you can hold us to.

01

A reply within one business day

You will not have to chase us. Every enquiry gets an answer within one business day.

02

A fee proposal before we start

A clear framework up front: what is included, what is not, and what happens if the scope changes. No surprises on the invoice.

03

We update you, you do not chase us

Every material development reaches you from us - not from the other side, and not late.

04

Legal advice that understands the business

Our recommendation weighs the numbers too: sometimes the right settlement is worth more than an expensive win.

Book an introductory call

First call - no obligation.

No need to wait until the end of the page

Contract on the table? Dispute brewing?

A ten-minute call with a commercial lawyer will give you a sharper answer than any web page - what is urgent, what can wait, and what it will cost.

First call with no obligation
Related

Where commercial law meets our other practices

Most business questions do not stay inside one field. Hiring, dismissals and contractor-versus-employee questions sit in employment law; the lease or purchase of your premises belongs to real estate, planning and construction; and a claim over defective goods or professional negligence runs through torts.

Founders and investors arriving from abroad usually need two things at once - business law for non-residents and status and immigration. Documents for use overseas, powers of attorney and certified translations go through our notary services in Jerusalem. And where the business is owned by a family, ownership and succession are handled together with family and inheritance law and our family businesses practice.

Frequently asked

What people ask us

We went into business together with no agreement and no registration - is there a partnership at all?
Most likely yes. The Partnerships Ordinance states expressly that failure to register does not determine whether a partnership exists (section 6): what matters is the substance - carrying on a business in common with a view to profit. That means you may already be partners, with all the duties that follow, without a single document. The time to put the agreement in place is now, while the relationship is still good.
What has to be in a partnership agreement?
Division of profits and losses, decision-making authority and drawings, a mechanism for resolving disputes (arbitration, for example), entry and exit provisions, and what happens on death or incapacity. Without an agreement the defaults of the Partnerships Ordinance apply - under which, for example, a single partner can dissolve a partnership of unspecified duration by notice alone (section 41), and the death of a partner dissolves the whole partnership (section 42).
How do you dissolve a business partnership that has reached deadlock?
First by the agreement, if there is one. Absent that, the Ordinance allows dissolution by notice (in a partnership with no fixed term), by consent, or by application to the court. The hard questions are usually financial: the value of the business, balancing historic drawings, clients and rights in assets. An orderly dissolution agreement saves years of litigation.
How is a company voluntarily liquidated in Israel?
A company able to pay its debts is wound up voluntarily under Part 8A of the Companies Law: a special resolution of the general meeting (a three-quarters majority), a declaration of solvency by the directors, and appointment of an officeholder to wind up the company's affairs. An expedited route exists with the Registrar of Companies for an inactive company (sections 342(41)-342(43)). A company that cannot pay its debts is dealt with under a different regime - the Insolvency and Economic Rehabilitation Law.
When will a court "pierce the veil" and hold a shareholder personally liable?
Only in exceptional cases. Section 6 of the Companies Law allows a court to attribute a company debt to a shareholder where the separate legal personality was used to defraud a person or prejudice a creditor, or involved unreasonable risk-taking as to the company's ability to pay its debts - and provided the shareholder was aware of it. In practice the more common source of personal exposure is a personal guarantee signed voluntarily.
I am a minority shareholder and I feel I am being squeezed out. What can I do?
Section 191 of the Companies Law gives the court broad powers where the company's affairs are being conducted in a manner that prejudices shareholders: it may give directions to remove or prevent the prejudice, including ordering the majority or the company to buy out your shares. Prejudice can take the form of dilution, excessive remuneration to the majority, withholding information or starving dividends. Contemporaneous documentation and early advice materially improve your starting position.
Should we include an arbitration clause in a commercial agreement?
It depends on the deal. Arbitration - a written agreement under the Arbitration Law - is faster, private and flexible, but the grounds for challenging an award are narrow and the cost can be high. In an ongoing relationship you intend to continue, arbitration is usually preferable; against a counterparty who may try to avoid payment, court proceedings are sometimes the stronger tool. What matters is that the clause is drafted deliberately rather than copied from a template.
The bank wants a personal guarantee - can the exposure be reduced?
In most cases there is room to negotiate: a cap on the amount, a time limit, a guarantee proportionate to your shareholding, termination on leaving the company, and a periodic review mechanism. Just as important - keep an orderly record of the guarantees you have given, and insist they are actually released when the loan is repaid or when you exit.
Next step

Tell us where the business stands - we will tell you the right move

If you are pre-signature, this is exactly the call to have before you sign. If the dispute is already here, every week of waiting narrows your options. First call with no obligation, in English, Hebrew or Arabic.

Reply within one business day Fee proposal before we start Offices in Jerusalem and Tel Aviv

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