Exam 32: Limited Partnerships and Limited Liability Companies

RULPA requires a lesser duty of care by a general partner to a general partnership than that owed by a general partner to a limited partnership.

Unless otherwise provided in the LLC's operating agreement,a member may assign his financial interest in the LLC without dissolving the LLC.

Answer the following: (a) What is the definition of a foreign limited partnership? (b) Does RULPA require foreign limited partnerships to be registered?

Statutes or the common law impose duties of good faith and fair dealing on all members of an LLC whether the LLC is manager managed or member managed.

If the partnership agreement does not specify when a limited partner may withdraw or specify a definite time for the limited partnership's dissolution,a limited partner may withdraw upon giving at least one month's written notice to each general partner.

Which of the following is false with respect to the distribution of assets following dissolution of a limited liability company?

RULPA was revised in 2001 and the revision was named the ReRULPA.

A partner may not receive a distribution from a limited partnership unless the remaining assets are deemed sufficient to pay partnership liabilities other than liabilities to partners on account of their partnership interests.

Unless otherwise agreed,under RULPA,a limited partner is entitled to repayment of his capital contribution under which of the following conditions?

A limited partnership agreement may not provide that limited partners have the right to vote on matters as a separate class from the general partners.

Judson is a limited partner in a limited partnership.Judson does not have the right to dissolve the partnership except by decree of a court.

It remains unclear under the law whether a limited partner's fiduciary duty is to his general partners or to the limited partnership.

Which of the following is true with respect to a defective formation of a limited partnership?

The causes of dissolution and the priorities in the distribution of assets for a limited partnership are not the same as those of a general partnership.

A limited partner's financial obligation to the partnership may be increased if the:

A limited liability company is a form of unincorporated business association that blends the advantages of both general and limited partnerships,because all its members may have limited liability and all may participate in management and control without loss of limited liability.

Creation of a limited partnership requires more formalities than formation of a general partnership.

The Elm Street Partnership is a limited partnership in which Arlo is the sole general partner and Brandi and Charles are the limited partners.Now the partnership is being dissolved,and Brandi wants her money.The partnership creditors include Charles for a $1,000 loan in addition to his capital contribution.In what order should the partnership assets be distributed?

Ownership interests in manager-operated LLCs are considered to be securities.

A creditor of a limited partner may obtain a charging order against the limited partner's interest in the partnership,thereby becoming an assignee of the partnership interest.