Glossary: M01 — Organizational Forms

TermDefinition
Sole proprietorshipBusiness with one owner; unlimited liability, pass-through taxation
General partnershipMultiple owners sharing unlimited liability and management responsibilities
Limited partnershipPartnership with at least one GP (unlimited liability) and LPs (limited liability)
Limited liability partnership (LLP)Partnership where all partners have limited liability; no GP required
CorporationSeparate legal entity; limited liability for owners, managed by BOD
Pass-through entityBusiness form where income is taxed only at the owner level
Double taxationCorporate income taxed at entity level, then dividends taxed at personal level
Legal identityWhether a business is a separate legal entity from its owners
Limited liabilityOwner’s maximum loss is limited to the amount invested
Unlimited liabilityOwner is personally responsible for all business debts
IPOInitial Public Offering — first sale of shares to the public
Direct listingListing existing shares on exchange without underwriter or new capital
SPACSpecial Purpose Acquisition Company — shell company that acquires a private company
LBOLeveraged Buyout — acquisition using significant debt
MBOManagement Buyout — management team acquires the company
Free floatShares actively traded (not held by insiders, strategic investors)
Qualified investorsAccredited/sophisticated investors who can invest in private placements