Question 1

A limited liability company can only be created pursuant to the laws of the state in which the LLC is being organized.

Accepted Answer

A) True 
 B)False

Question 2

Most states have enacted laws that permit certain types of professionals,such as accountants,lawyers,and doctors,to operate as limited liability partnerships.

Accepted Answer

A) True 
 B)False

Question 3

The use of limited liability companies as a form of conducting business in the United States dates back to the American Revolution.

Accepted Answer

A) True 
 B)False

Question 4

Under the ULLCA,the articles of organization of a limited liability company need not set forth the address of the limited liability company's initial office.

Accepted Answer

A) True 
 B)False

Question 5

When is a member or manager of a limited liability company,who negligently injures someone,personally liable to the injured person?

Accepted Answer

A)  only if the limited liability company lacks the funds with which to pay 
B)  only if the member or manager has resigned from the limited liability company before a final judgment is issued for the injured party 
C)  only if the member or manager can be said to have acted "recklessly," rather than "negligently" 
D)  only if punitive damages are awarded 
E)  A member or manager of a limited liability company who negligently injures someone is always personally liable to the injured person. 
A)  only if the limited liability company lacks the funds with which to pay 
B)  only if the member or manager has resigned from the limited liability company before a final judgment is issued for the injured party 
C)  only if the member or manager can be said to have acted "recklessly," rather than "negligently" 
D)  only if punitive damages are awarded 
E)  A member or manager of a limited liability company who negligently injures someone is always personally liable to the injured person.

Question 6

Which of the following is not true regarding the Uniform Limited Liability Company Act?

Accepted Answer

A)  The Act codifies limited liability company law. 
B)  The Act was issued by the National Conference of Commissioners of Uniform State Laws. 
C)  The Act is binding on any state that allows limited liability companies. 
D)  The Act covers most problems that arise in the formation, operation, and termination of limited liability companies. 
E)  The Act was issued in 1995. 
A)  The Act codifies limited liability company law. 
B)  The Act was issued by the National Conference of Commissioners of Uniform State Laws. 
C)  The Act is binding on any state that allows limited liability companies. 
D)  The Act covers most problems that arise in the formation, operation, and termination of limited liability companies. 
E)  The Act was issued in 1995.

Question 7

In a limited liability partnership,all of the partners have limited liability.

Accepted Answer

A) True 
 B)False

Question 8

The goal of the ULLCA is to establish comprehensive LLC law that is uniform throughout the United States.

Accepted Answer

A) True 
 B)False

Question 9

A limited liability company member is personally liable for torts he or she commits while conducting company business.

Accepted Answer

A) True 
 B)False

Question 10

The Uniform Limited Liability Company Act codifies LLC law.

Accepted Answer

A) True 
 B)False

Question 11

A manager of a limited liability company is personally liable for the debts of the limited liability company.

Accepted Answer

A) True 
 B)False

Question 12

In order to come into existence,a limited liability company must file articles of organization with the appropriate state office.

Accepted Answer

A) True 
 B)False

Question 13

The failure of a limited liability company to observe ordinary company formalities:

Accepted Answer

A)  is grounds for imposing personal liability on the members of the limited liability company. 
B)  is grounds for imposing personal liability on the members of the limited liability company, but only if it can be shown that in spite of the fact that it was common knowledge that formalities were not being observed, nothing was done. 
C)  is grounds for imposing personal liability, but only on a member who owns more than fifty percent of the limited liability company. 
D)  is not grounds for imposing personal liability on a member, so long as the member can show that he or she filed a formal complaint. 
E)  is not grounds for imposing personal liability on the members of the limited liability company. 
A)  is grounds for imposing personal liability on the members of the limited liability company. 
B)  is grounds for imposing personal liability on the members of the limited liability company, but only if it can be shown that in spite of the fact that it was common knowledge that formalities were not being observed, nothing was done. 
C)  is grounds for imposing personal liability, but only on a member who owns more than fifty percent of the limited liability company. 
D)  is not grounds for imposing personal liability on a member, so long as the member can show that he or she filed a formal complaint. 
E)  is not grounds for imposing personal liability on the members of the limited liability company.

Question 14

A limited liability company may elect to be taxed as a partnership,the owners can manage the business,and the owners have limited liability for debts and obligations of the partnership.

Accepted Answer

A) True 
 B)False

Question 15

Under the ULLCA,the articles of organization of a limited liability company must set forth the name and address of the initial agent for service of process.

Accepted Answer

A) True 
 B)False

Question 16

A limited liability company is an unincorporated business entity that combines the most favorable attributes of general partnership,limited partnerships,and corporations.

Accepted Answer

A) True 
 B)False

Question 17

"ABC Company" is an acceptable name for a limited liability company.

Accepted Answer

A) True 
 B)False

Question 18

Administrative law judges interpret state limited liability statutes to decide disputes between limited liability companies and their members.

Accepted Answer

A) True 
 B)False

Question 19

Max has operated as a partnership for several years with Mabel,his wife.His daughter has just taken a business law class,where she learned about limited liability companies,and she suggests to Max that he convert to a limited liability company.If Mabel agrees,the partnership may convert to a limited liability company by delivering articles of organization to the Secretary of State.

Accepted Answer

A) True 
 B)False

Question 20

A limited liability company is "manager-managed," unless the articles of incorporation provide that it is "member-managed."

Accepted Answer

A) True 
 B)False

Exam 30: Limited Liability Company and Limited Liability Partnership

A limited liability company can only be created pursuant to the laws of the state in which the LLC is being organized.

Most states have enacted laws that permit certain types of professionals,such as accountants,lawyers,and doctors,to operate as limited liability partnerships.

The use of limited liability companies as a form of conducting business in the United States dates back to the American Revolution.

Under the ULLCA,the articles of organization of a limited liability company need not set forth the address of the limited liability company's initial office.

When is a member or manager of a limited liability company,who negligently injures someone,personally liable to the injured person?

Which of the following is not true regarding the Uniform Limited Liability Company Act?

In a limited liability partnership,all of the partners have limited liability.

The goal of the ULLCA is to establish comprehensive LLC law that is uniform throughout the United States.

A limited liability company member is personally liable for torts he or she commits while conducting company business.

The Uniform Limited Liability Company Act codifies LLC law.

A manager of a limited liability company is personally liable for the debts of the limited liability company.

In order to come into existence,a limited liability company must file articles of organization with the appropriate state office.

The failure of a limited liability company to observe ordinary company formalities:

A limited liability company may elect to be taxed as a partnership,the owners can manage the business,and the owners have limited liability for debts and obligations of the partnership.

Under the ULLCA,the articles of organization of a limited liability company must set forth the name and address of the initial agent for service of process.

A limited liability company is an unincorporated business entity that combines the most favorable attributes of general partnership,limited partnerships,and corporations.

"ABC Company" is an acceptable name for a limited liability company.

Administrative law judges interpret state limited liability statutes to decide disputes between limited liability companies and their members.

A limited liability company is "manager-managed," unless the articles of incorporation provide that it is "member-managed."

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