We speak startup fluently. Nimrodi & Co. supports Israeli technology ventures at every stage — Pre-Seed to Series C, Israel–Delaware Flips, Section 102 ESOPs, 409A valuations, Preferred Technological Enterprise status, IIA grants and Exit / M&A readiness.
Everything you need so you can focus on product and customers:
Every stage has its own priorities. We meet you where you are:
Most Israeli startups eventually flip to a Delaware C-Corp parent to satisfy US investors. We manage the Israeli side end-to-end: Pre-Ruling with the ITA for tax-deferred share exchange, coordination with US and Israeli counsel, and post-flip Transfer Pricing between the Delaware parent and the Israeli R&D subsidiary — with a clean audit trail to the New Angels Law and Preferred Enterprise regimes.
Equity is the strongest talent-retention tool a startup has. We prepare and file the Section 102 plan, appoint the trustee, and produce the accounting and valuations required for both Israeli and US reporting:
The Capital Investments Encouragement Law grants qualifying tech companies significantly reduced corporate tax. We assess eligibility, prepare and file the application, and defend the position on ITA audit:
A Secondary — sale of founder or employee shares to an existing or new investor — is a valuable early-liquidity opportunity but carries significant tax risk. Misclassification can convert a 25% capital gain into employment income taxed at up to 50%. We advise founders and employees on the full strategy:
SAFE (Simple Agreement for Future Equity) and CLA (Convertible Loan Agreement) are the dominant early-stage funding instruments. Each has trade-offs, risks and accounting complexity. We structure the documents and accounting so nothing surprises you at the next round:
Before you approach a Priced Round, the accounting-legal foundation must survive professional Due Diligence without surprises. The items we prepare upfront:
Most Seed–Series B startups do not yet justify a full-time CFO, yet the financial decisions at that stage are critical — Runway, pricing, fundraising and Board relations. We step in as a Fractional CFO and deliver the full senior finance layer you need. Companies with cross-border operations usually pair this with international tax advisory, while foreign parents scaling an Israeli entity should also review our foreign-company support in Israel.
Before incorporation. Choosing the right structure (Israeli Ltd / Delaware C-Corp / dual-entity), founders' equity, vesting mechanics and 83(b) elections all affect the eventual tax outcome and fundraising trajectory.
Yes — from Pre-Seed to Series C and beyond. We prepare the data room, build the financial model, coordinate with counsel on SAFEs / CLAs / priced rounds, and structure the round for tax efficiency.
Yes — this is a core practice. We manage the Israeli side end-to-end: Pre-Ruling with the ITA for tax-deferred share exchange, coordination with US counsel, and post-flip Transfer Pricing between the Delaware C-Corp parent and the Israeli R&D subsidiary.
Section 102 (Equity & ESOP Incentive Plans) lets Israeli companies grant equity to employees under the capital gains track (25% tax) via a trustee. We prepare and file the plan, appoint and work with the trustee, and support employees at exercise and sale.
Companies meeting R&D and revenue thresholds under the Capital Investments Encouragement Law enjoy corporate tax of 12% (or 6% for a Special Preferred Technological Enterprise), vs. the standard 23%. We check eligibility, file with the ITA and defend on audit.
If your company is a Delaware C-Corp or planning a US round, you need a fair-market-value assessment of the common stock under IRC §409A — required on every option grant, after every material event, and at least every 12 months. Wrong valuation exposes employees and the company to a 20% IRS penalty plus interest.
Investors scrutinize the cap table. We build it in Carta, Pulley or Ledgy, keep it fully diluted (including SAFEs, CLAs and Option Pool), and run dilution simulations of future rounds so founders understand the impact before signing.
A Secondary is a sale of founder or employee shares to an existing or new investor — an opportunity for early liquidity. The main risk is misclassification: a Section 102 capital-gains gain (25%) can be reclassified as employment income (up to 50%) without proper structuring. We advise on route, escrow, clawback and Pre-Rulings.
All areas of expertise of our boutique CPA firm in Herzliya Pituach.
Official portals of the State of Israel — for information and direct actions.
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