Exam 30: Limited Liability Company and Limited Liability Partnership

A transferor who transfers his or her distributional interest in a limited liability company is not released from liability for the debts,obligations,and liabilities of the LLC.

Which of the following statements is true regarding a manager-managed LLC?

Limited liability companies can enter into contracts only if the owners execute personal guarantees.

Tori is interested in developing a new business putting on dog shows for mutts and awarding prizes.Tori believes this business is needed to give owners of dogs with no pedigree a "fair shake." Tori needs to find some investors,and she is also interested in reducing her tax liability.She asks you about the advantages of a limited liability company.What is your advice?

A limited liability company can be organized in only one state,even though it can conduct business in all other states.

A member's ownership interest in a limited liability company is called a(n):

Under the ULLCA,the articles of organization of a limited liability company must set forth whether the limited liability company is a term LLC,and if so,the term specified.

In a "manager-managed" limited liability company,members who are not managers have no rights to manage the limited liability company.

Which of the following is true regarding any duty of care owed by members of "member- managed" and "manager-managed" limited liability companies?

Under the ULLCA,the articles of organization of a limited liability company need not set forth the name and address of each organizer.

A limited liability company can be either a member-managed LLC or a manager-managed LLC.

If a covered member or manager of a limited liability company commits an ordinarily negligent act that is not grossly negligent,he or she is not liable to the LLC.

Unless otherwise agreed,under the Uniform Limited Liability Company Act,limited liability company profits are shared equally,but losses are allocated to members in proportion to each member's capital contribution.

A limited liability company is not a separate legal entity distinct from its members.

Each member of a member managed limited liability company has rights in the management of the business of the limited liability company based upon the amount of the capital contribution,and those rights may not be modified by agreement.

A limited liability company's operating agreement may provide that a member's ownership interest may be evidenced by ________ issued by the LLC.

The fiduciary duty of loyalty includes the duty not to usurp the limited liability company's opportunities,make secret profits,secretly deal with the LLC,secretly compete with the LLC,or represent any interests adverse to those of the LLC.

Limited liability companies are treated as an artificial person who can sue or be sued,enter into and enforce contracts,hold title to and transfer property,and be found civilly and criminally liable for violations of law.

A limited liability company may do business in states other than the state in which it is organized.To do so,the LLC must register as a(n)________ LLC in any state in which it wants to conduct business.

Alice,Ted,and Bob form a limited liability company,and hire Seline as a manager.There is no designation in the articles of organization as to whether the company is "member-managed" or" manager-managed." Alice and Ted contribute $5,000 in capital each.Bob contributes $50,000 in capital.The company makes motorcycles,and there is a dispute regarding whether to continue to sell a certain model,the "Model X." Alice and Ted want to stop selling it.Bob and Seline want to continue selling it.What will be the outcome?