Exam 30: Limited Liability Companies and Limited Liability Partnerships

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The failure of an LLC to observe the usual company formalities acts as grounds for imposing personal liability on the members of the LLC.

(True/False)
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Naomi and Melanie form an LLC.They contribute equal amounts as capital.However,when the LLC makes $100,000 in profits,Naomi receives $25,000 and Melanie receives $75,000.When the company incurs a loss of $20,000 the next year,they share the losses equally.Under what circumstances can such inequitable distribution of the profits and losses be made?

(Essay)
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The partners of an LLP stand to lose only their capital contribution if the partnership fails.

(True/False)
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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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The owner of an LLC is called a ________.

(Multiple Choice)
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Ali is a member of a member-managed LLC.While Ali is driving to a client's office to handle the LLC's business,he hits an old man and severely injures him.The man sues the LLC and recovers $3 million in damages.The court also determines that Ali was driving above the speed limit while the accident occurred and so was grossly negligent.Which of the following is true of the given scenario?

(Multiple Choice)
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An LLP must register as a(n)________ in any state in which it wants to conduct its business.

(Multiple Choice)
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Distinguish between a member-managed LLC and a manager-managed LLC.

(Essay)
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Chan,Yuvi,Betty,and Bob form a manager-managed LLC that sells antique commodities online.Yuvi and Betty are named managers of the LLC.Betty secretly starts a competing business to conduct online auctions over the Internet.Which of the following is true of the given scenario?

(Multiple Choice)
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A unanimous vote of the members of an LLC is required for appointing or removing a manager.

(True/False)
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Ali is a member of a member-managed LLC.While Ali is driving to a client's office to handle the LLC's business,he hits an old man and severely injures him.The man sues the LLC and recovers $3 million in damages.The court however determines that Ali was ordinarily negligent and that the accident was caused by the uneven terrain of the road.Which of the following is true of the given scenario?

(Multiple Choice)
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Dorothy is a nonmanager member of a 15-person manager-managed LLC that is engaged in selling media spaces to advertising agencies.Dorothy secretly purchases some media spaces that are in high demand from a few clients without telling the others in the LLC,sells it to a few agencies,and gains huge profits for herself in the process.Which of the following is true of the given scenario?

(Multiple Choice)
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Which of the following is true of a member-managed LLC?

(Multiple Choice)
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A transfer of an interest in an LLC entitles the transferee by default to become a member of the LLC.

(True/False)
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Profits and losses from an LLC do not have to be distributed in the same proportion.

(True/False)
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A(n)________ is a document filed with the secretary of state that gives constructive notice that a member has withdrawn from an LLC.

(Multiple Choice)
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Which of the following is true of LLC taxation?

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

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

(Multiple Choice)
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The debts,obligations,and liabilities of an LLC,whether arising from contracts,torts,or otherwise,are solely those of the LLC.

(True/False)
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