Quick Answer: Israel's 2025 Arrangements Law introduced a mandatory distribution regime for closely held companies — Israeli companies controlled by five or fewer individuals — that have accumulated undistributed profits the Israel Tax Authority classifies as a "bad surplus." Starting January 1, 2025, these companies must either distribute at least 6% of their accumulated profits as a dividend each year, or pay a 2% annual surcharge tax on the locked balance. Foreign shareholders who receive mandatory dividends face withholding tax of 25–30%, reduced under applicable Israeli tax treaties. Companies that ignore the rules face double exposure: both the surcharge and personal assessments for underpaid dividend tax on imputed distributions.

For years, a common structure among foreign investors in Israel ran roughly like this: incorporate a private Israeli company, let it accumulate profits from business operations or real-estate income, and reinvest those profits inside the company rather than distributing them. The corporate tax rate is 23%, while the dividend withholding rate for non-residents can reach 30%, so parking money inside the company looked like a reasonable deferral strategy.

The 2025 Economic Arrangements Law ended that for most closely held Israeli companies. If five or fewer individuals control your Israeli company (chevrot bevar shliton), the Israel Tax Authority now has a statutory tool to force either a distribution or a recurring annual penalty on retained profits. This covers most founder-owned and family-owned Israeli businesses, and a large chunk of Israeli subsidiaries belonging to foreign groups. If your Israeli company has been profitable and hasn't distributed much, this is the rule you need to understand before your next December 31.

1. What Is a Closely Held Company Under Israeli Law?

The closely held company definition in the Israeli Income Tax Ordinance (Pekudat Mas Hachnasa 5721-1961) turns on ownership concentration, not company size or revenue. An Israeli company is a closely held company when five or fewer individuals — counted at the level of ultimate natural-person owners, not intermediate corporate layers — together hold a majority of the company's:

  • Voting rights at a general meeting
  • Right to participate in distributable profits
  • Right to participate in the assets remaining on winding up

Control of any one of these three parameters is enough. A company where six founders each hold exactly the same number of shares is technically outside the definition (assuming no one person has a disproportionate right to profits). But a company where the same three people own all the voting shares — even if there are preferred shareholders, creditors, or employee option holders in the picture — almost certainly qualifies.

The ITO does not limit the analysis to shares held directly. If the five-or-fewer test is met when you aggregate holdings through trust structures, foreign holding companies, partnerships, or family-member arrangements, the Israeli company at the bottom of that chain is still closely held. The Israel Tax Authority (Reshut HaMisim) regularly looks through corporate layers when applying this rule.

In Practice: A company incorporated in Israel with two foreign founding shareholders holding 45% each and three Israeli directors holding 5% between them almost certainly qualifies as a closely held company: two individuals already control 90% of the voting rights and profit rights, which is well above the "five or fewer holding a majority" threshold. Conversely, a company owned by a Delaware LLC that is itself held by 20 unrelated investors generally escapes the definition because the Israeli company's majority is controlled by a single legal person (the LLC) — but the ITA can pierce that structure if it finds the LLC's affairs are dominated by five or fewer individuals in practice. Obtain a written CHC determination from your Israeli tax adviser before assuming your ownership structure takes you outside the rules.

2. The Bad Surplus: What Counts as Locked Profits

Not every shekel of retained earnings in a closely held company is locked profits. The ITO allows the company to retain a working amount for its legitimate operational needs. The "bad surplus" (odeph ra) is what remains after subtracting those permitted reserves from the company's total accumulated after-tax profits.

The permitted deductions from accumulated profits before computing the bad surplus are:

  • Committed capital expenditure: Amounts the company has contractually committed to spend on machinery, premises, or development within a defined future window, supported by signed contracts or board resolutions with budgets.
  • Documented working capital needs: The level of liquid assets the company demonstrably requires to run its normal operations, typically assessed against a rolling 12-month operational expense figure.
  • Statutory reserves: Amounts the company is legally required to hold under Israeli law or its own articles, such as a share premium account.
  • Previously taxed undistributed amounts that the ITA has already addressed: Where an earlier assessment has already included an amount in income, that portion is not double-counted.

The starting point for the calculation is the company's retained earnings line in its audited or reviewed balance sheet. The ITA generally accepts amounts supported by an Israeli certified public accountant's sign-off, and for companies above certain revenue thresholds, a formal accountant's opinion is effectively a condition for claiming the permitted deductions at all.

In Practice: The working-capital deduction creates real room for companies that can document their needs, but it is narrower than it sounds. The ITA expects current operational requirements, not aspirational expansion plans. A software company with NIS 800,000 of monthly payroll and NIS 200,000 of monthly SaaS costs can credibly argue for a NIS 3 million working-capital buffer. A real-estate holding company that collects NIS 40,000 per month in rent and has a property manager handling maintenance cannot credibly claim it needs NIS 5 million in liquid reserves for operations. The ITA assesses bad surplus every December 31. Companies whose balance sheets are inspected on March 31 — after their tax year has already closed — cannot retroactively bulk up working-capital reserves by moving cash between accounts.

3. Distribute or Pay: The Mandatory Choice

Once a closely held company has a bad surplus, the law gives it exactly two options each year.

The first is a mandatory dividend. The company distributes at least 6% of its total accumulated profits as a declared dividend to shareholders during the tax year. Note: it is 6% of total accumulated profits, not just the bad-surplus portion. A transitional 5% rate applied to distributions made during 2025, the first year the rules were in force. Companies that fully distributed 5% of accumulated profits by December 31, 2025 closed the year with no further obligation regardless of remaining bad surplus.

The second is the annual surcharge. The company pays a 2% annual tax on the bad-surplus balance as of December 31 of the tax year. This comes on top of the 23% corporate income tax already paid on those profits. It is reported as a separate line in the annual tax return (Form 1214), due May 31 of the following year. Left unaddressed, the surcharge compounds every year the surplus stays untouched.

The company does not have to use the same option every year. Distribute in one year, pay the surcharge in the next if a large capital expenditure reduces distributable profits. The choice is annual and must be supported by the company's accounting records.

There is also a backup assessment mechanism. If the ITA concludes that a company failed to distribute when it should have, because the bad-surplus calculation was wrong or the deductions claimed were not supported, the ITA can treat the shortfall as a deemed distribution to the shareholders and assess them personally for the dividend tax they would have paid. This assessment is not capped and can reach back multiple years if the company's records are deficient.

In Practice: The 2% surcharge sounds modest against a headline corporate tax rate of 23%, but it accumulates quickly on large retained-earnings balances. A closely held Israeli company with NIS 5 million of bad surplus pays NIS 100,000 per year in surcharge — on profits that have already been taxed at 23% when earned. After three years without distribution the total tax burden on those profits exceeds 29%, which approaches the combined rate a shareholder would pay anyway on a clean distribution. The break-even point between paying the surcharge and distributing and paying dividend withholding tax depends on the shareholder's treaty rate and home-country credit position, and it shifts every year as the bad surplus compounds. Model this with your Israeli tax adviser at the start of each year rather than reacting in April.

4. How This Affects Foreign Shareholders: Withholding Tax

When a closely held Israeli company distributes a dividend, whether voluntary or mandatory under these rules, Israeli law requires the company to withhold tax at source before the money leaves the country. Foreign shareholders cannot receive gross dividends and settle the tax through a year-end return. The withholding happens at the company level, and the company bears the responsibility for reporting and remitting.

The base withholding rates under Section 170 of the Income Tax Ordinance are:

  • 25% for non-resident shareholders holding less than 10% of the company's shares or rights
  • 30% for "significant shareholders" (baal shlita meshutaf) — those holding 10% or more of shares, voting rights, or profit entitlements in the paying company

Israel's network of double-taxation treaties substantially modifies these rates for many foreign investors. Some indicative treaty rates:

  • United States: 12.5% (holdings below 10%), 25% (holdings of 10% or more) under Article 12 of the 1994 US-Israel Treaty
  • United Kingdom: 15% in most cases under the Israel-UK Convention
  • Germany: 10% (corporate shareholder holding 25%+), 15% otherwise under the Israel-Germany treaty
  • Canada: 15% under the Israel-Canada Convention
  • Netherlands: 5% (corporate shareholder holding 25%+), 10%/15% otherwise

To benefit from a reduced treaty rate, the foreign shareholder must provide the Israeli company with a residency certificate from their home tax authority before the distribution. Without that certificate, the company must withhold at the domestic statutory rate. Retroactive refund claims are possible through the ITA but add time and administrative cost.

The company must file a withholding report with the ITA and remit the withheld amounts within 30 days of each distribution. Failure to withhold and remit on time triggers interest at the statutory rate plus index linkage under the Liens Law.

In Practice: Foreign investors frequently discover that the beneficial treaty rate requires more paperwork than anticipated. The ITA wants a residency certificate issued by the counterpart tax authority specifically for Israeli withholding purposes — a general tax registration or a prior-year return acknowledgment is not sufficient. In the United States, Form 6166 (issued by the IRS) is the standard certificate for this purpose, and the IRS currently takes 45–60 days to process requests. For a December-year-end company aiming to distribute by March 31 to keep its tax year clean, that timeline means ordering the Form 6166 no later than January. US shareholders who wait until they receive the notice of distribution and then order the certificate will almost always miss the window and pay at the higher statutory rate.

5. Interaction with Other Israeli Tax Regimes

The participation exemption is the first thing international holding structures tend to get wrong. An Israeli holding company that receives dividends from a foreign subsidiary it holds at 5% or more qualifies for the participation exemption under Section 126(c) of the ITO, which exempts those dividends from Israeli corporate tax. Logical so far. But those same exempt amounts still count as accumulated profits for bad-surplus purposes. The ITA includes participation-exempt profits in the retained earnings figure when computing the mandatory distribution threshold. The exemption prevents the Israeli company from being taxed on receipt; it does not give that company permission to sit on the money forever.

The 10-year new immigrant exemption trips people up differently. New immigrants to Israel avoid Israeli tax on foreign-source income for 10 years under Section 14(a) of the ITO, and that exemption is personal. It does not extend to an Israeli company the immigrant happens to own. An Israeli closely held company earning Israeli-source business income or rental income pays 23% corporate tax on those profits in the normal way, and any mandatory dividend it pays to the immigrant-shareholder is subject to the standard withholding rate. The Section 14(a) shelter covers foreign income received directly by the immigrant as an individual. Dividends from an Israeli company earning Israeli profits are something else entirely.

Companies under the Encouragement of Capital Investments Law are not exempt either. Preferred Enterprises and Preferred Technological Enterprises pay reduced corporate tax rates (7.5%–12% for the tech track, 16% for the standard track), but the CHC mandatory distribution rules apply to those profits using the same framework. Distributing out of the preferred regime to a foreign shareholder triggers withholding tax of 4%–20% depending on whether the facility sits in Development Region A or not. These rates are separate from the ordinary dividend withholding schedule and require a facility classification certificate review before you can model the actual cost.

In Practice: The interaction between the CHC rules and the participation exemption catches foreign multinationals with Israeli holding structures. Company A, a Cayman holdco, owns an Israeli company, which in turn owns operating subsidiaries in Europe and the United States. The Israeli company receives dividends from the European subsidiary tax-free under the participation exemption and parks them as retained earnings. The ITA treats those retained earnings as part of the Israeli company's accumulated profits when computing the bad surplus, even though the Israeli company never paid Israeli tax on them. A mandatory distribution of those amounts to the Cayman holdco triggers Israeli withholding at whatever rate applies to the Cayman entity — which, absent a tax treaty, is 25% or 30%. International groups with Israeli holding layers need to map the dividend chain explicitly when assessing CHC exposure, not just focus on the Israeli operational entity.

6. Pre-Year-End Planning Moves for Foreign-Owned Israeli Companies

Both the bad-surplus measurement date and the distribution deadline land on December 31. After the year closes, you are reacting, not planning. The surcharge or an amended return are the only levers left, and neither recovers money already left on the table.

If the company has signed contracts for equipment, machinery, leasehold improvements, or development work, those committed capex amounts come off the bad surplus as of December 31. That means signing the contracts before year-end, not in January when cash is ready to move. A signed agreement with a deposit is sufficient; a letter of intent with no binding commitment does not count.

Working-capital reserves are deductible too, but the ITA expects board minutes and management accounts that existed before December 31, not figures reconstructed during the tax return in March. If the company genuinely needs NIS 3 million in operating reserves, document why in a Q3 board resolution and back it up with actual cash-flow projections. Do not try to build that case retroactively.

Before deciding between distributing and paying the surcharge, model the crossover. Shareholders with a 12.5% or 15% treaty rate will hit the break-even point, where distributing and paying withholding costs less than accumulating surcharge, considerably faster than shareholders stuck at 25% or 30%. That crossover moves every year as the surplus compounds. It is worth running this calculation in October, not April.

Finally, if the company expects recurring distributions, apply for a Section 164 reduced withholding certificate from the ITA. This lets the company withhold at the treaty rate for an extended period without collecting a fresh residency certificate before each payment. For companies with one or two large foreign shareholders, this is a straightforward application and saves a lot of last-minute paperwork.

In Practice: For most foreign investors, the simpler path is to distribute and be done with it. Structure the distribution early in Q4 of each year. Distributing in October or November gives the company time to obtain treaty documentation, process the withholding remittance to the ITA by the 30-day deadline, and close the year with a clean bad-surplus position. Companies that wait until mid-December typically discover documentation or banking bottlenecks at the worst possible time. The ITA does not give extensions on the December 31 measurement date, and a distribution made on January 2 counts for the following tax year, not the one you were trying to close.

7. Compliance Steps for Foreign Owners of an Israeli Closely Held Company

CHC compliance tends to fall between the tax adviser and the accountant if nobody owns it explicitly. Here is what needs to happen each year, and when.

  1. Confirm CHC status. Ask your Israeli tax adviser to confirm in writing whether the company qualifies as a closely held company for the current tax year. The analysis should look through all intermediate entities to identify the ultimate beneficial owners and their aggregate rights.
  2. Obtain the prior-year audited accounts. The bad surplus calculation begins with the prior-year retained earnings figure. If accounts are delayed — common in smaller companies — the CHC assessment cannot be completed in time for year-end planning.
  3. Quantify the bad surplus. Have an Israeli CPA calculate the bad surplus after permitted deductions. For material balances, consider having the CPA sign an opinion, which the ITA gives substantially more weight in an audit than a management estimate.
  4. Decide route by Q3. The choice between distributing and paying the surcharge should be made no later than September or October, when documentation timelines are still manageable. A board resolution documenting the decision is good governance and useful evidence if the ITA later questions the company's approach.
  5. Collect treaty documentation from all foreign shareholders. For US shareholders, that is IRS Form 6166. For UK shareholders, a residency certificate from HMRC. Order these in January for a December-year-end company — the processing times at the foreign tax authority are outside Israeli control and outside your control.
  6. Execute the distribution and withhold before December 31. The declared dividend must be paid — not merely declared — within the tax year to count toward the 6% distribution requirement. A declaration without payment by December 31 does not satisfy the obligation for that year. Ensure the company's Israeli bank can process the international transfer before the holiday closures that typically affect Israeli banking in the last week of December.
  7. File the withholding report. The company's accountant files Form 856 (or the applicable withholding return) with the ITA within 30 days of the distribution and remits the withheld amounts. Late remittance attracts statutory interest and CPI linkage under the Tax Ordinance.
  8. Report the surcharge if using Route B. If the company elects the 2% surcharge, this is reported as a separate line in the annual corporate tax return (Form 1214), due May 31. The surcharge is paid together with any balance of corporate tax due for the year.
In Practice: The ITA began auditing CHC compliance in 2025 and 2026 as part of its broader campaign against profit accumulation in closely held structures. Audit targets include companies with retained earnings above NIS 2 million that filed no withholding returns for the preceding three years and companies whose bad surplus grew year over year despite reported profitability. If your Israeli company has not distributed a dividend in three or more years and is profitable, there is a reasonable chance it is already on the ITA's monitoring list under the Compliance Division's concentration-of-profits project. A proactive review and filing of amended returns where necessary is significantly cheaper than contesting an ITA assessment after the fact.

Frequently Asked Questions

An Israeli company is a closely held company when five or fewer individuals — directly or indirectly — control a majority of its voting rights, distributable profits, or liquidation rights. The Israel Tax Authority traces control through nominee arrangements and foreign holding structures. CHC status is assessed each tax year and triggers mandatory distribution or surcharge obligations under the Income Tax Ordinance.
Locked profits (bad surplus) are accumulated after-tax profits inside a closely held Israeli company that the ITA considers unreasonably retained. The ITO deducts documented working-capital needs, committed capital expenditure, and statutory reserves. What remains is the bad surplus on which the mandatory 6% distribution or 2% annual surcharge obligation applies.
From January 1, 2025, a CHC with a bad surplus must each year either distribute at least 6% of its accumulated profits as a dividend (5% applied in 2025 as a transitional rate), or pay a 2% annual surcharge tax on the undistributed bad surplus. The choice is made year by year and reported through the annual corporate tax return, due May 31 following the tax year-end.
The Israeli company withholds tax at source before remitting funds abroad. The standard rate under ITO Section 170 is 25% for shareholders holding under 10%, and 30% for significant shareholders (10% or more). Most Israeli tax treaties reduce these rates: the US-Israel treaty sets 12.5%/25%, and the Israel-UK treaty caps withholding at 15%. The company must file a withholding report with the ITA within 30 days of each distribution.
No. The ITO traces control through corporate layers to the ultimate individual owners. If five or fewer individuals at the top of the ownership chain control the majority of the Israeli company's voting rights, profits, or liquidation entitlements — whether through a Cayman holdco, a Delaware LLC, or a BVI structure — the Israeli company is still a closely held company. The ITA regularly lifts the corporate veil for this purpose and looks to beneficial ownership.