06.A Glossary of legal terms

06 Company Law

PartnershipBusiness structure in which two or more persons carry on a business together intending to make a profit. Each partner shares profits, losses, and management responsibilities, and may be personally liable for the firm’s debts
Legal EntityOrganisation recognised by law as having its own legal personality, separate from its owners, with the capacity to own property, enter contracts, and be liable for debts
Personal related CompanyCompany closely linked to one or a few individuals, where ownership, management, and control are typically exercised by the same people
LimitedCompany where the shareholders’ liability for the company’s debts is limited to their capital contribution
Sole proprietorshipBusiness owned and operated by one individual who has full control and bears unlimited personal liability for all debts and obligations
Simple PartnershipContractual relationship between two or more persons who combine resources to pursue a common purpose without forming a separate legal entity
General partnershipPartnership where all partners actively manage a business and are jointly and severally liable for its debts and obligations
Limited PartnershipPartnership consisting of at least one general partner with unlimited liability and one or more limited partners whose liability is restricted to their investment
CorporationLegal entity separate from its owners, established by registration, with its rights and obligations, where shareholders’ liability is limited to their contributions
Limited Liability CompanyCompany with a separate legal personality where members’ liability is limited to their capital contribution, combining features of partnerships and corporations
CooperativeCompany owned and controlled by its members who work together to meet common economic or social needs, sharing profits according to participation rather than capital
AssociationLegal entity established for a non-profit purpose, whose own assets are liable for its debts, while members are not personally responsible
FoundationLegal entity created by dedicating assets to a specific purpose, managed by an independent board, with liability limited to the foundation’s own property
Shareholder AgreementAgreement among a company’s shareholders—sometimes only a subset—setting binding rules on their cooperation and governance of the company (e.g., management roles, decision-making, reserved matters) and on share transfers (including restrictions and rights of first option); shareholders who are not parties are not bound, and the company itself is never a party
MergerCombination of two or more companies into one legal entity, where assets and liabilities are transferred to the surviving or newly formed company and the former entities cease to exist
DemergerLegal process in which a company splits its business into two or more separate entities, transferring parts of its assets and liabilities to the new or existing companies
TransformationLegal reorganisation in which a company changes its legal form into another type of entity while maintaining its identity, assets, and liabilities
Transfer of AssetsLegal transaction through which a company transfers part or all of its assets and liabilities to another entity

06 Company Law