Exam 32: Limited Partnerships and Limited Liability Companies

A limited partner will not lose his limited status if he votes on an amendment to the partnership agreement allowing a new business venture.

The RULPA requires that the limited partnership certificate list the capital contribution of each general and limited partner.

False statements in a certificate of limited partnership or in an amendment to the certificate that cause loss to third parties who rely on the statements may result in liability for the general partners.

Unanimous written consent of all partners is necessary to add new limited partners to a limited partnership.

Which of the following would have priority in distributing limited partnership assets?

Hafsa and Nicholai form a limited liability company to conduct a particular business activity for profit.Which of the following is not true?

When was the ReRULPA amended as part of the Harmonization of Business Entities Act?

The 2001 revision of the RULPA provides that,when a limited partnership is a limited liability limited partnership,:

A limited partner may vote on the sale of all of the assets of the limited partnership or a change in the nature of the business without being deemed to have taken part in control of the business.

Which of the following need NOT be included in the certificate filed by a limited partnership under the RULPA?

While a limited partnership interest is transferable,the transferee will become a limited partner if:

After the formation of a limited partnership,the admission of additional general partners can only be accomplished with the written consent of all partners.

Which of the following is true of limited liability companies?

A(n)____ is an unincorporated business association that provides limited liability to all of its owners and permits all of its owners to participate in the management of the business.

Once a partner becomes entitled to a distribution,he has the status of a creditor with respect to that distribution.

Upon dissolution,unlike a general partner,a limited partner can get his capital back before general creditors are paid.

Like general partnerships,limited partnerships are statutory creations that did not exist at common law.

A general partner,but not a limited partner,may be either a secured or unsecured creditor of the partnership with the same rights as a person who is not a partner.

Describe an LLC and the interest or rights of its members.

Limited partnerships are the same as limited liability partnerships.