Exam 30: Limited Liability Companies and Limited Liability Partnerships

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Sandra,Ben,and Farah form an LLC.They designate the LLC as a manager-managed LLC,and name Ben and a friend named Lily as managers.Sandra enters into a contract to lease equipment on behalf of the LLC.Which of the following is true of the given scenario?

(Multiple Choice)
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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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All LLPs have a general partner who is personally liable for the debts and obligations of the partnership.

(True/False)
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The conversion of a business into an LLC takes effect when the articles of organization are filed with the secretary of state.

(True/False)
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In a manager-managed LLC,both the managers and members have authority to bind the LLC to contracts.

(True/False)
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A member's ownership interest in an LLC is called a ________.

(Multiple Choice)
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Which of the following is true of the ULLCA?

(Multiple Choice)
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The conversion of an existing business to an LLC takes effect when ________.

(Multiple Choice)
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An LLC is not obligated to reimburse members and managers for payments made on behalf of the LLC.

(True/False)
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A member's distributional interest in an LLC is ________ and may be transferred in whole or in part.

(Multiple Choice)
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Which of the following refers to a limited liability company that has a specified term of duration?

(Multiple Choice)
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A member's obligation to contribute capital is excused only by the member's death.

(True/False)
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Who among the following is committing wrongful disassociation?

(Multiple Choice)
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An operating agreement or amendment cannot be orally stated.

(True/False)
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The price and terms of the distributional interest of a disassociating member is decided by federal LLC law.

(True/False)
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The certificate of interest acts the same as a(n)________ issued by a corporation.

(Multiple Choice)
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If a limited liability partnership fails,________.

(Multiple Choice)
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Peter,Preston,and Penny organize an LLC in the month of January.While composing the operating agreement,they forget to include the amendment clause.Six months later,the situation demands an amendment to the operating agreement.Which of the following would best apply in this scenario?

(Multiple Choice)
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One of the partners of an LLP commits legal malpractice.Explain the consequences the LLP and its members would have to face if sued for the malpractice.

(Essay)
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The right of a member of an LLC to an equal share in the LLC's profits cannot be overruled by any agreement.

(True/False)
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