Question 1

A certificate of cancellation is a document that is filed with the secretary of state upon the dissolution of a limited partnership.

Accepted Answer

A) True 
 B)False

Question 2

In the absence of a partnership agreement, profits and losses from a limited partnership are shared on the basis of the value of each partner's capital contribution.

Accepted Answer

A) True 
 B)False

Question 3

In which of the following cases can the name of a limited partnership include the surname of a limited partner?

Accepted Answer

A) the limited partner has stayed longer than all other partners 
B) the name is also the surname of a general partner 
C) the limited partner has invested more than the general partner 
D) the name is unanimously voted for by other limited partners 
A) the limited partner has stayed longer than all other partners 
B) the name is also the surname of a general partner 
C) the limited partner has invested more than the general partner 
D) the name is unanimously voted for by other limited partners

Question 4

Corporations are permitted to become general partners to a limited partnership.

Accepted Answer

A) True 
 B)False

Question 5

In which of the following circumstances is a decree of judicial dissolution granted to a partner?

Accepted Answer

A) A partner is rendered incapacitated to perform his or her duties. 
B) the partners do not have sufficient funds to repay debts. 
C) It is not reasonably practical to carry on the business in conformity with the limited partnership agreement. 
D) All limited partners have withdrawn but the general partners want to continue with the partnership. 
A) A partner is rendered incapacitated to perform his or her duties. 
B) the partners do not have sufficient funds to repay debts. 
C) It is not reasonably practical to carry on the business in conformity with the limited partnership agreement. 
D) All limited partners have withdrawn but the general partners want to continue with the partnership.

Question 6

Laura is an investor limited partner in a limited partnership.Two years after she becomes a limited partner, Laura thinks that the general partners are not doing a very good job managing the affairs of the limited partnership and participates in the management of the limited partnership.While she is doing so, a bank loans $1 million to the limited partnership, believing that Laura is a general partner.If the limited partnership defaults on the $1 million loan, which of the following holds well?

Accepted Answer

A) Laura is not personally liable as she is a limited partner on paper. 
B) Laura is personally liable as the bank, in good faith, thought she is a general partner. 
C) Laura has unlimited personal liability as a limited partner. 
D) Laura's liability is restricted to the value of her capital investment in the partnership. 
A) Laura is not personally liable as she is a limited partner on paper. 
B) Laura is personally liable as the bank, in good faith, thought she is a general partner. 
C) Laura has unlimited personal liability as a limited partner. 
D) Laura's liability is restricted to the value of her capital investment in the partnership.

Question 7

A limited liability limited partnership is a ________ in the state in which it is organized.

Accepted Answer

A) sole proprietorship 
B) limited liability corporation 
C) domestic LLLP 
D) general partnership 
A) sole proprietorship 
B) limited liability corporation 
C) domestic LLLP 
D) general partnership

Question 8

A ________ is a document that is filed with the secretary of state upon the dissolution of a limited partnership.

Accepted Answer

A) certificate of cancellation 
B) termination affidavit 
C) statement of dissolution 
D) certificate of agreement 
A) certificate of cancellation 
B) termination affidavit 
C) statement of dissolution 
D) certificate of agreement

Question 9

A partner who winds up the affairs of a limited partnership has the same rights, powers, and duties as a partner winding up a general partnership.

Accepted Answer

A) True 
 B)False

Question 10

If Gerard Koontz retires from being a general partner in a limited partnership, which of the following is true?

Accepted Answer

A) A member from Mr.Koontz's immediate family is allowed to take his partnership interest. 
B) Only the person Mr.Koontz nominates can take his partnership interest. 
C) The partnership is dissolved, according to RULPA norms. 
D) The partnership operates normally, without a general partner. 
A) A member from Mr.Koontz's immediate family is allowed to take his partnership interest. 
B) Only the person Mr.Koontz nominates can take his partnership interest. 
C) The partnership is dissolved, according to RULPA norms. 
D) The partnership operates normally, without a general partner.

Question 11

An LLLP is a foreign limited liability limited partnership outside the state in which it is formed.

Accepted Answer

A) True 
 B)False

Question 12

Explain with an example the share of profits and losses in a limited partnership.

Accepted Answer

A limited partnership agreement may spec

Question 13

New partners cannot be added to a limited partnership once it is formed.

Accepted Answer

A) True 
 B)False

Question 14

The ULPA supersedes the RULPA in the states that have adopted it.

Accepted Answer

A) True 
 B)False

Question 15

Explain the constitution of partners in a limited partnership.What are their liabilities? Who is permitted to join as a partner to such a partnership?

Accepted Answer

A limited partnership has two types of p

Question 16

Limited partners have unlimited personal liability for the debts and obligations of the limited partnership.

Accepted Answer

A) True 
 B)False

Question 17

An existing limited partnership cannot be converted to a limited liability limited partnership.

Accepted Answer

A) True 
 B)False

Question 18

Which of the following is true of a limited partnership?

Accepted Answer

A) Other limited partnerships cannot become limited partners in an existing limited partnership. 
B) A limited partner is personally liable for the debts of the partnership. 
C) Corporations are allowed to become partners in a limited partnership. 
D) A limited partnership can have only one general partner but multiple limited partners. 
A) Other limited partnerships cannot become limited partners in an existing limited partnership. 
B) A limited partner is personally liable for the debts of the partnership. 
C) Corporations are allowed to become partners in a limited partnership. 
D) A limited partnership can have only one general partner but multiple limited partners.

Question 19

The end of the life of the limited partnership, as specified in the certificate of limited partnership, causes the dissolution of a limited partnership.

Accepted Answer

A) True 
 B)False

Question 20

A ________ is a special type of limited partnership that has both general partners and limited partners, where both the general and limited partners have limited liability and are not personally liable for its debts.

Accepted Answer

A) limited liability limited partnership 
B) master limited partnership 
C) sole proprietorship 
D) foreign limited partnership 
A) limited liability limited partnership 
B) master limited partnership 
C) sole proprietorship 
D) foreign limited partnership

Exam 35: Limited Partnerships and Special Partnerships

A certificate of cancellation is a document that is filed with the secretary of state upon the dissolution of a limited partnership.

In the absence of a partnership agreement, profits and losses from a limited partnership are shared on the basis of the value of each partner's capital contribution.

In which of the following cases can the name of a limited partnership include the surname of a limited partner?

Corporations are permitted to become general partners to a limited partnership.

In which of the following circumstances is a decree of judicial dissolution granted to a partner?

A limited liability limited partnership is a ________ in the state in which it is organized.

A ________ is a document that is filed with the secretary of state upon the dissolution of a limited partnership.

A partner who winds up the affairs of a limited partnership has the same rights, powers, and duties as a partner winding up a general partnership.

If Gerard Koontz retires from being a general partner in a limited partnership, which of the following is true?

An LLLP is a foreign limited liability limited partnership outside the state in which it is formed.

Explain with an example the share of profits and losses in a limited partnership.

New partners cannot be added to a limited partnership once it is formed.

The ULPA supersedes the RULPA in the states that have adopted it.

Explain the constitution of partners in a limited partnership.What are their liabilities? Who is permitted to join as a partner to such a partnership?

Limited partners have unlimited personal liability for the debts and obligations of the limited partnership.

An existing limited partnership cannot be converted to a limited liability limited partnership.

Which of the following is true of a limited partnership?

The end of the life of the limited partnership, as specified in the certificate of limited partnership, causes the dissolution of a limited partnership.

A ________ is a special type of limited partnership that has both general partners and limited partners, where both the general and limited partners have limited liability and are not personally liable for its debts.

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