Exam 39: Limited Liability Companies and Limited Liability Partnerships

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________ refers to the formal documents that must be filed at the secretary of state's office of the state of organization of an LLP to form the LLP.

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(Multiple Choice)

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Question 1

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In which of the following cases does the conversion of an existing business to an LLC take effect?

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(Multiple Choice)

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Question 2

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Distinguish between a member-managed and a manager-managed LLC.Mention the exceptional actions that cannot be delegated to managers.

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(Essay)

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Question 3

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In a member-managed LLC, each member has equal rights in the management of the business of the LLC, regardless of the size of his or her capital contribution.Any matter relating to the business of the LLC is decided by a majority vote of the members.In a manager-managed LLC, the members and nonmembers who are designated managers control the management of the LLC.The members who are not managers have no rights to manage the LLC unless otherwise provided in the operating agreement.In a manager-managed LLC, each manager has equal rights in the management and conduct of the company's business.Any matter related to the business of the LLC may be exclusively decided by the managers by a majority vote of the managers.Certain actions cannot be delegated to managers but must be voted on by all members of the LLC.These include (a)amending the articles of organization, (b)amending the operating agreement, (c)admitting new members, (d)consenting to dissolve the LLC, (e)consenting to merge the LLC with another entity, and (f)selling, leasing, or disposing of all or substantially all of the LLC's property.

If a member or manager of an LLC is found to be a tortfeasor, he or she is not personally liable for the injury or death.

(True/False)

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Question 4

A(n)________ is a special form of partnership in which all partners are limited partners, and there are no general partners.

(Multiple Choice)

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Question 5

Which of the following is true of a member-managed LLC?

(Multiple Choice)

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Question 6

A ________ is a person who intentionally or unintentionally causes injury or death to another person.

(Multiple Choice)

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Question 7

Which of the following is true of compensation offered by an LLC?

(Multiple Choice)

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Question 8

A member's distributional interest in an LLC is ________ and may be transferred in whole or in part.

(Multiple Choice)

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Question 9

A manager does not owe a duty of loyalty to the LLC as he or she is not a member of the LLC.

(True/False)

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Question 10

Members of LLCs are not personally liable for the LLC's debts, obligations, and liabilities.

(True/False)

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Question 11

The ________ is a model act that provides comprehensive and uniform laws for the formation, operation, and dissolution of LLCs.

(Multiple Choice)

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Question 12

Which of the following best defines the duty of care a member of a member-managed LLC must adhere to?

(Multiple Choice)

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Question 13

Gerard and Tony organize an LLC by investing $55, 000 and $45, 000 respectively.The operating agreement states that profits are to be shared in the ratio of 55:45 between Gerard and Tony and makes no mention of sharing losses.The LLC incurs a loss of $100, 000 in its first year.How is this loss shared?

(Multiple Choice)

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Question 14

Which of the following actions requires voting of all members in a manager-managed LLC?

(Multiple Choice)

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Question 15

Agents of an LLC are not permitted to enter into contracts on behalf of the LLC.

(True/False)

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Question 16

In states where an LLC may be organized by only one member, ________ can obtain the benefit of the limited liability shield of an LLC.

(Multiple Choice)

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Question 17

Explain the process which exempts members of an LLC from double taxation.

(Essay)

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Question 18

The owner of an LLC is called ________.

(Multiple Choice)

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Question 19

Which of the following is true of profits and losses of an LLC whose operating agreement does not contain profit or loss sharing clauses?

(Multiple Choice)

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Question 20

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Exam 39: Limited Liability Companies and Limited Liability Partnerships

________ refers to the formal documents that must be filed at the secretary of state's office of the state of organization of an LLP to form the LLP.

In which of the following cases does the conversion of an existing business to an LLC take effect?

Distinguish between a member-managed and a manager-managed LLC.Mention the exceptional actions that cannot be delegated to managers.

If a member or manager of an LLC is found to be a tortfeasor, he or she is not personally liable for the injury or death.

A(n)________ is a special form of partnership in which all partners are limited partners, and there are no general partners.

Which of the following is true of a member-managed LLC?

A ________ is a person who intentionally or unintentionally causes injury or death to another person.

Which of the following is true of compensation offered by an LLC?

A member's distributional interest in an LLC is ________ and may be transferred in whole or in part.

A manager does not owe a duty of loyalty to the LLC as he or she is not a member of the LLC.

Members of LLCs are not personally liable for the LLC's debts, obligations, and liabilities.

The ________ is a model act that provides comprehensive and uniform laws for the formation, operation, and dissolution of LLCs.

Which of the following best defines the duty of care a member of a member-managed LLC must adhere to?

Which of the following actions requires voting of all members in a manager-managed LLC?

Agents of an LLC are not permitted to enter into contracts on behalf of the LLC.

In states where an LLC may be organized by only one member, ________ can obtain the benefit of the limited liability shield of an LLC.

Explain the process which exempts members of an LLC from double taxation.

The owner of an LLC is called ________.

Which of the following is true of profits and losses of an LLC whose operating agreement does not contain profit or loss sharing clauses?

Legal Heritage and the Digital Age

Courts and Jurisdiction

Judicial,Alternative,and E-Dispute Resolution

Constitutional Law for Business and E-Commerce

Intentional Torts and Negligence

Product and Strict Liability

Intellectual Property and Cyber Piracy

Criminal Law and Cyber Crimes

Nature of Traditional and E-Contracts

Agreement

Consideration and Promissory Estoppel

Capacity and Legality

Genuineness of Assent and Undue Influence

Statute of Frauds and Equitable Exceptions

Third-Party Rights and Discharge

Remedies for Breach of Traditional and E-Contracts

E-Commerce and Digital Law

Formation of Sales and Lease Contracts

Title to Goods and Risk of Loss

Remedies for Breach of Sales and Lease Contracts

Warranties

Creation of Negotiable Instruments

Holder in Due Course and Transferability

Liability, Defenses, and Discharge

Banks, E-Money, and Financial Reform

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Secured Transactions and E-Filing

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Agency Formation and Termination

Liability of Principals, Agents, and Independent Contractors

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Labor Law and Collective Bargaining

Equal Opportunity in Employment

Small Business, Entrepreneurship, and General Partnerships

Limited Partnerships and Special Partnerships

Corporate Formation and Financing

Corporate Governance and the Sarbanes-Oxley Act

Corporate Acquisitions and Multinational Corporations

Franchises and Special Forms of Businesses

Investor Protection, E-Securities, and Wall Street Reform

Ethics and Social Responsibility of Business

Administrative Law and Regulatory Agencies

Consumer Protection and Product Safety

Environmental Protection

Antitrust Law and Unfair Trade Practices

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Accountants' Duties and Liability

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