Question 1

Which of the following is correct regarding the fiduciary duties in a limited partnership?

Accepted Answer

A)  The general partner has a fiduciary duty to the limited partners. 
B)  Judicial authority seems to suggest that the limited partner has no fiduciary duty to the partnership. 
C)  The fiduciary duty of the general partner is extremely important to the interests of the limited partners,because they have no ability to manage or control the partnership business. 
D)  All of these are correct. 
A)  The general partner has a fiduciary duty to the limited partners. 
B)  Judicial authority seems to suggest that the limited partner has no fiduciary duty to the partnership. 
C)  The fiduciary duty of the general partner is extremely important to the interests of the limited partners,because they have no ability to manage or control the partnership business. 
D)  All of these are correct.

Question 2

If Edd contributed $1,000 as a limited partner and signed a certificate of limited partnership,but the certificate was filed in the wrong office:

Accepted Answer

A)  Edd may avoid liability as a general partner if he withdraws from the business and quickly renounces future profits. 
B)  Edd is not a partner at all and may withdraw his contribution. 
C)  Edd is a general partner for all purposes. 
D)  Edd may become a limited partner by quickly filing an affidavit stating he was not responsible for the erroneous filing. 
A)  Edd may avoid liability as a general partner if he withdraws from the business and quickly renounces future profits. 
B)  Edd is not a partner at all and may withdraw his contribution. 
C)  Edd is a general partner for all purposes. 
D)  Edd may become a limited partner by quickly filing an affidavit stating he was not responsible for the erroneous filing.

Question 3

A partnership interest:

Accepted Answer

A)  is personal property that may be assigned without dissolving the limited partnership. 
B)  may be assigned to a person who then becomes a partner. 
C)  may not be assigned without dissolving the limited partnership. 
D)  may not be assigned unless this right is specifically provided for in the partnership agreement. 
A)  is personal property that may be assigned without dissolving the limited partnership. 
B)  may be assigned to a person who then becomes a partner. 
C)  may not be assigned without dissolving the limited partnership. 
D)  may not be assigned unless this right is specifically provided for in the partnership agreement.

Question 4

When a limited partnership dissolves and winding up commences:

Accepted Answer

A)  a certificate of cancellation must be filed. 
B)  the state automatically cancels the certificate of limited partnership. 
C)  all general and limited partners can be involved in the winding up process. 
D)  a court must decree that the partnership is terminated. 
A)  a certificate of cancellation must be filed. 
B)  the state automatically cancels the certificate of limited partnership. 
C)  all general and limited partners can be involved in the winding up process. 
D)  a court must decree that the partnership is terminated.

Question 5

Under all LLC statutes,a unanimous vote of the members must be obtained to approve a merger.

Accepted Answer

A) True 
 B)False

Question 6

The most popular and widely used unincorporated business form that provides limited liability for its members is the:

Accepted Answer

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

Question 7

A member of a limited liability company has a property interest in the property owned by the LLC.

Accepted Answer

A) True 
 B)False

Question 8

Eight businessmen decide to form a limited partnership to operate an office complex.This business must be formed in accordance with the:

Accepted Answer

A)  common law of partnerships. 
B)  Uniform Commercial Code. 
C)  Federal Partnership Act. 
D)  Limited Partnership Act. 
A)  common law of partnerships. 
B)  Uniform Commercial Code. 
C)  Federal Partnership Act. 
D)  Limited Partnership Act.

Question 9

The 2001 revision of the RULPA has been adopted by at least 40 states.

Accepted Answer

A) True 
 B)False

Question 10

A limited partnership is a partnership formed by two or more persons under the laws of a state and having one or more general partners and one or more limited partners.

Accepted Answer

A) True 
 B)False

Exam 32: Limited Partnerships and Limited Liability Companies

Which of the following is correct regarding the fiduciary duties in a limited partnership?

If Edd contributed $1,000 as a limited partner and signed a certificate of limited partnership,but the certificate was filed in the wrong office:

A partnership interest:

When a limited partnership dissolves and winding up commences:

Under all LLC statutes,a unanimous vote of the members must be obtained to approve a merger.

The most popular and widely used unincorporated business form that provides limited liability for its members is the:

A member of a limited liability company has a property interest in the property owned by the LLC.

Eight businessmen decide to form a limited partnership to operate an office complex.This business must be formed in accordance with the:

The 2001 revision of the RULPA has been adopted by at least 40 states.

A limited partnership is a partnership formed by two or more persons under the laws of a state and having one or more general partners and one or more limited partners.

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