Question 1

With regard to a limited partner's capital contribution to the limited partnership:

Accepted Answer

A)  the limited partner can only contribute cash. 
B)  a promise by a limited partner to contribute to the limited partnership is not enforceable unless it is in a signed writing. 
C)  if the partner fails to make a promised capital contribution,the limited partnership has no power to hold the partner liable. 
D)  All of these. 
A)  the limited partner can only contribute cash. 
B)  a promise by a limited partner to contribute to the limited partnership is not enforceable unless it is in a signed writing. 
C)  if the partner fails to make a promised capital contribution,the limited partnership has no power to hold the partner liable. 
D)  All of these.

Question 2

A "person" for purposes of a limited partnership can be a corporation.

Accepted Answer

A) True 
 B)False

Question 3

Answer the following:
(a)
What is the liability of a limited partner who participates in the management or control of the partnership?
(b)
What activities can a limited partner perform without being considered to have taken part in control of the business under the RULPA?

Accepted Answer

(a)Under the RULPA,a limited partner who

Question 4

All states except one have adopted either the 1976 or 1985 RULPA.

Accepted Answer

A) True 
 B)False

Question 5

An oral promise by a limited partner to contribute to the limited partnership is enforceable.

Accepted Answer

A) True 
 B)False

Question 6

A foreign limited liability company:

Accepted Answer

A)  is governed by the laws of the state in which it is organized. 
B)  is considered "foreign" in any state other than the one in which it was formed. 
C)  must register with the Secretary of State before transacting business in that state. 
D)  All of these are correct. 
A)  is governed by the laws of the state in which it is organized. 
B)  is considered "foreign" in any state other than the one in which it was formed. 
C)  must register with the Secretary of State before transacting business in that state. 
D)  All of these are correct.

Question 7

The RULPA recognizes the right of a limited partner to bring an action on the behalf of a limited partnership to recover a judgment in its favor if the general partners having authority to do so have refused to bring the action.

Accepted Answer

A) True 
 B)False

Question 8

One of the most appealing features of a limited partnership is the limited personal liability it offers to limited partners.

Accepted Answer

A) True 
 B)False

Question 9

Under the RULPA,a limited partnership may not use a name that is deceptively similar to that of any corporation or other limited partnership.

Accepted Answer

A) True 
 B)False

Question 10

Foreign limited partnerships do not have to operate in another country.

Accepted Answer

A) True 
 B)False

Question 11

In states where limited liability limited partnerships (LLLPs)are available,a limited partnership may register as an LLLP without having to form a new organization.

Accepted Answer

A) True 
 B)False

Question 12

In which of the following ways is a general partner the same as a limited partner in a limited partnership?

Accepted Answer

A)  Right of management and control 
B)  Liability to creditors of the partnership 
C)  Duty of care to the other partners and to the partnership 
D)  General partners differ from limited partners in all of these ways. 
A)  Right of management and control 
B)  Liability to creditors of the partnership 
C)  Duty of care to the other partners and to the partnership 
D)  General partners differ from limited partners in all of these ways.

Question 13

Kimberly contributed $50,000 as a limited partner in a limited partnership.Upon dissolution of the partnership,the priorities in distributing the assets are to:

Accepted Answer

A)  creditors of the partnership,partners and ex-partners in satisfaction of liabilities for unpaid distributions,partners for return of contributions,and to partners for their partnership interests in the proportions in which they share in distributions. 
B)  creditors of the partnership,partners for return of contributions,partners and ex-partners in satisfaction of liabilities for unpaid distributions,and partners for their partnership interests in equal shares. 
C)  creditors of the partnership,partners for their partnership interests,partners for return of contributions to the partnership,and ex-partners for liability for unpaid distributions. 
D)  partners for return of contributions,outside creditors of the partnership,partners for their partnership interests,and partners and ex-partners for unpaid distributions. 
A)  creditors of the partnership,partners and ex-partners in satisfaction of liabilities for unpaid distributions,partners for return of contributions,and to partners for their partnership interests in the proportions in which they share in distributions. 
B)  creditors of the partnership,partners for return of contributions,partners and ex-partners in satisfaction of liabilities for unpaid distributions,and partners for their partnership interests in equal shares. 
C)  creditors of the partnership,partners for their partnership interests,partners for return of contributions to the partnership,and ex-partners for liability for unpaid distributions. 
D)  partners for return of contributions,outside creditors of the partnership,partners for their partnership interests,and partners and ex-partners for unpaid distributions.

Question 14

Adrianne may form a limited liability company by filing articles of organization in a designated state office,even if she is the only member of the company.

Accepted Answer

A) True 
 B)False

Question 15

Registration of a foreign limited partnership is required in order to:

Accepted Answer

A)  go into business in another country. 
B)  defend the partnership in court. 
C)  collect contributions from foreign investors. 
D)  None of these. 
A)  go into business in another country. 
B)  defend the partnership in court. 
C)  collect contributions from foreign investors. 
D)  None of these.

Question 16

Which of the following is untrue of a limited partnership?

Accepted Answer

A)  Limited partnerships must be formed under a state statute. 
B)  Limited partners cannot ordinarily be named in the partnership business name. 
C)  Partners in limited partnerships must contribute services to the partnership. 
D)  Limited partners are generally not responsible for the debts of the partnership beyond their investment. 
A)  Limited partnerships must be formed under a state statute. 
B)  Limited partners cannot ordinarily be named in the partnership business name. 
C)  Partners in limited partnerships must contribute services to the partnership. 
D)  Limited partners are generally not responsible for the debts of the partnership beyond their investment.

Question 17

The certificate of limited partnership need not be amended if a new general partner is admitted.

Accepted Answer

A) True 
 B)False

Question 18

A limited partner has limited access to the books and records of the partnership.

Accepted Answer

A) True 
 B)False

Question 19

Discuss the duty of general partners to limited partners.

Accepted Answer

A general partner owes a fiduciary duty

Question 20

A general partnership that,by making the statutorily required filing,limits the liability of its partners for some or all of the partnership's obligations is a:

Accepted Answer

A)  limited liability partnership. 
B)  limited liability company. 
C)  limited liability limited partnership. 
D)  limited partnership. 
A)  limited liability partnership. 
B)  limited liability company. 
C)  limited liability limited partnership. 
D)  limited partnership.

Exam 32: Limited Partnerships and Limited Liability Companies

With regard to a limited partner's capital contribution to the limited partnership:

A "person" for purposes of a limited partnership can be a corporation.

Answer the following: (a) What is the liability of a limited partner who participates in the management or control of the partnership? (b) What activities can a limited partner perform without being considered to have taken part in control of the business under the RULPA?

All states except one have adopted either the 1976 or 1985 RULPA.

An oral promise by a limited partner to contribute to the limited partnership is enforceable.

A foreign limited liability company:

The RULPA recognizes the right of a limited partner to bring an action on the behalf of a limited partnership to recover a judgment in its favor if the general partners having authority to do so have refused to bring the action.

One of the most appealing features of a limited partnership is the limited personal liability it offers to limited partners.

Under the RULPA,a limited partnership may not use a name that is deceptively similar to that of any corporation or other limited partnership.

Foreign limited partnerships do not have to operate in another country.

In states where limited liability limited partnerships (LLLPs)are available,a limited partnership may register as an LLLP without having to form a new organization.

In which of the following ways is a general partner the same as a limited partner in a limited partnership?

Kimberly contributed $50,000 as a limited partner in a limited partnership.Upon dissolution of the partnership,the priorities in distributing the assets are to:

Adrianne may form a limited liability company by filing articles of organization in a designated state office,even if she is the only member of the company.

Registration of a foreign limited partnership is required in order to:

Which of the following is untrue of a limited partnership?

The certificate of limited partnership need not be amended if a new general partner is admitted.

A limited partner has limited access to the books and records of the partnership.

Discuss the duty of general partners to limited partners.

A general partnership that,by making the statutorily required filing,limits the liability of its partners for some or all of the partnership's obligations is a:

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