Question 1

Who among the following get first priority in the distribution of assets upon the dissolution of a partnership?

Accepted Answer

A) investors 
B) limited partners 
C) general partners 
D) creditors 
A) investors 
B) limited partners 
C) general partners 
D) creditors

Question 2

A limited partnership is formed when the ________ is filed.

Accepted Answer

A) certificate of cancellation 
B) articles of limited partnership 
C) limited trade affidavit 
D) certificate of limited partnership 
A) certificate of cancellation 
B) articles of limited partnership 
C) limited trade affidavit 
D) certificate of limited partnership

Question 3

The name of a limited partnership can include any or all of the limited partners' surnames.

Accepted Answer

A) True 
 B)False

Question 4

What are the constraints levied upon the name of a limited partnership? How do they influence a limited partner?

Accepted Answer

The name of a limited partnership may no

Question 5

Which of the following is true of general and limited partners in a limited partnership?

Accepted Answer

A) Limited partners are exempt from annual capital investment and need only participate in management functions. 
B) General partners are not personally liable for partnership debts. 
C) General partners are required to invest capital and refrain from managerial activities. 
D) Limited partners are not personally liable for partnership debts beyond their capital contributions. 
A) Limited partners are exempt from annual capital investment and need only participate in management functions. 
B) General partners are not personally liable for partnership debts. 
C) General partners are required to invest capital and refrain from managerial activities. 
D) Limited partners are not personally liable for partnership debts beyond their capital contributions.

Question 6

Which of the following is true of a limited partnership agreement?

Accepted Answer

A) It provides that all transactions must be approved by all partners. 
B) It does not contain information about dissolution of the partnership as it an agreement of formation. 
C) It provides that general and limited partners have equal voting rights. 
D) It sets forth the terms and conditions regarding the termination of the partnership. 
A) It provides that all transactions must be approved by all partners. 
B) It does not contain information about dissolution of the partnership as it an agreement of formation. 
C) It provides that general and limited partners have equal voting rights. 
D) It sets forth the terms and conditions regarding the termination of the partnership.

Question 7

How are profits and losses shared in the absence of a limited partnership agreement?

Accepted Answer

A) Profits and losses are shared equally among all partners. 
B) Profits and losses are shared equally among general partners and unequally among limited partners. 
C) Profits are shared equally among all partners, losses are shared based on the value of each partner's capital contribution. 
D) Both profits and losses are shared on the basis of the value of each partner's capital contribution. 
A) Profits and losses are shared equally among all partners. 
B) Profits and losses are shared equally among general partners and unequally among limited partners. 
C) Profits are shared equally among all partners, losses are shared based on the value of each partner's capital contribution. 
D) Both profits and losses are shared on the basis of the value of each partner's capital contribution.

Question 8

A master limited partnership is a type of limited partnership that is listed on a stock exchange and is publicly traded to provide liquidity to investors.

Accepted Answer

A) True 
 B)False

Question 9

A(n)________ is a document that two or more persons must execute and sign that makes a limited partnership legal and binding.

Accepted Answer

A) limited partnership agreement 
B) certificate of limited partnership 
C) article of limited partnership 
D) limited trade affidavit 
A) limited partnership agreement 
B) certificate of limited partnership 
C) article of limited partnership 
D) limited trade affidavit

Question 10

Partners in a limited partnership who invest capital and manage the business are called general partners.

Accepted Answer

A) True 
 B)False

Question 11

Limited partners of an LLLP are involved in the management functions of the partnership.

Accepted Answer

A) True 
 B)False

Question 12

Partners who erroneously but in good faith believe they have become limited partners can escape liability as general partners by ________.

Accepted Answer

A) adding their surname to the name of the business establishment 
B) filing for a refund of his or her initial investment with interest 
C) bringing a lawsuit against all general and limited partners 
D) withdrawing from any future equity participation in the enterprise 
A) adding their surname to the name of the business establishment 
B) filing for a refund of his or her initial investment with interest 
C) bringing a lawsuit against all general and limited partners 
D) withdrawing from any future equity participation in the enterprise

Question 13

If a corporation is a general partner to a limited partnership, which of the following would result from the dissolution of the corporation?

Accepted Answer

A) dissolution of the limited partnership 
B) creation of a general partnership 
C) reformation of the limited partnership 
D) transfer of the partnership to other parties 
A) dissolution of the limited partnership 
B) creation of a general partnership 
C) reformation of the limited partnership 
D) transfer of the partnership to other parties

Question 14

A limited partnership is a foreign limited partnership outside the state in which it is organized.

Accepted Answer

A) True 
 B)False

Question 15

A limited partnership cannot have general partners.

Accepted Answer

A) True 
 B)False

Question 16

The ULPA contains provisions for the formation, operation, and dissolution of limited partnerships.

Accepted Answer

A) True 
 B)False

Question 17

Which of the following is mandatory for the addition of a new limited partner to an existing limited partnership?

Accepted Answer

A) death or retirement of a limited partner 
B) majority vote in a formal election constituting all partners 
C) written consent of all partners 
D) merger with another limited partnership 
A) death or retirement of a limited partner 
B) majority vote in a formal election constituting all partners 
C) written consent of all partners 
D) merger with another limited partnership

Question 18

According to the RULPA, what liability does a corporation have if it is a general partner to a limited partnership?

Accepted Answer

A) unlimited personal liability 
B) liability restricted to debts up to its capital contributions 
C) liability of termination as partner 
D) unlimited organizational capital liability 
A) unlimited personal liability 
B) liability restricted to debts up to its capital contributions 
C) liability of termination as partner 
D) unlimited organizational capital liability

Question 19

Master limited partnerships are traded publicly.

Accepted Answer

A) True 
 B)False

Question 20

Limited partners are not liable for the debts and obligations of the partnership if they participate in the management of the limited partnership, without being employed as a manager or an executive.

Accepted Answer

A) True 
 B)False

Exam 35: Limited Partnerships and Special Partnerships

Who among the following get first priority in the distribution of assets upon the dissolution of a partnership?

A limited partnership is formed when the ________ is filed.

The name of a limited partnership can include any or all of the limited partners' surnames.

What are the constraints levied upon the name of a limited partnership? How do they influence a limited partner?

Which of the following is true of general and limited partners in a limited partnership?

Which of the following is true of a limited partnership agreement?

How are profits and losses shared in the absence of a limited partnership agreement?

A master limited partnership is a type of limited partnership that is listed on a stock exchange and is publicly traded to provide liquidity to investors.

A(n)________ is a document that two or more persons must execute and sign that makes a limited partnership legal and binding.

Partners in a limited partnership who invest capital and manage the business are called general partners.

Limited partners of an LLLP are involved in the management functions of the partnership.

Partners who erroneously but in good faith believe they have become limited partners can escape liability as general partners by ________.

If a corporation is a general partner to a limited partnership, which of the following would result from the dissolution of the corporation?

A limited partnership is a foreign limited partnership outside the state in which it is organized.

A limited partnership cannot have general partners.

The ULPA contains provisions for the formation, operation, and dissolution of limited partnerships.

Which of the following is mandatory for the addition of a new limited partner to an existing limited partnership?

According to the RULPA, what liability does a corporation have if it is a general partner to a limited partnership?

Master limited partnerships are traded publicly.

Limited partners are not liable for the debts and obligations of the partnership if they participate in the management of the limited partnership, without being employed as a manager or an executive.

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