Exam 35: Limited Partnerships and Limited Liability Limited Partnerships

Why should the amounts contributed by both general and limited partners be required to be included in the certificate of limited partnership? Isn't this too much detail?

Which of the following activities will cause a limited partner to lose his limited liability?

A corporation may be a limited partner in a limited partnership.

Amy is a limited partner in a limited partnership.Amy is considering opening a business similar to that of the limited partnership.One of the reasons that Amy is considering taking this step is that Amy believes that the limited partnership is being poorly managed.Amy wants to review the books and records of the partnership,but the general partners have refused to allow her to have access.Which of the following is true?

Which of the following is true about the admission of new partners to a limited partnership under the Revised Uniform Limited Partnership Act?

A trust may be a general partner in a limited partnership.

It is all right to abbreviate the words limited partnership as long as all other formation requirements have been met.

What is a master limited partnership?

A limited partnership must properly comply with all statutory requirements in order to be effectively formed.

Why do you think that there are so many available types of business entities today? What was the motivation for the passage in the late 1980s and early 1990s of statutes authorizing limited liability companies?

Which of the following are two names for the same item?

General and limited partners may be given unequal voting rights.

Which of the following best describes who may be a partner in a limited partnership?

A limited partnership agreement can provide that withdrawal of a general partner does not cause dissolution.

The Black Squirrel limited partnership has been in operation for many years,but has recently fallen on hard times.The partners have decided to dissolve,although there are few assets remaining in the partnership.Shortly after the partnership filed its certificate of limited partnership,the partners had the foresight to incorporate into their partnership agreement a provision that,in the event of dissolution,the assets would be distributed in payment of claims first to limited partners,then to general partners,then to creditors.Hilda is a limited partner and feels relieved that she will receive at least a portion of her capital.Henry,one of the general partners said that this provision is void and unenforceable.Which of the following best describes this situation?

A partner or creditor of the limited partnership may not bring a lawsuit to enforce a partner's promise to make a contribution.

Albert joined a limited partnership with an investment of $10,000 for his interest.There were nine other limited partners who invested the same amount.There were two general partners who invested $100,000 each.The general partners filed the certificate of limited partnership in the wrong location.The general partners negotiated the purchase of two separate parcels of real estate,signing notes for both on behalf of the limited partnership.The seller of the first parcel was aware that there were only two general partners and that the remaining partners were limited partners.The seller of the second parcel thought that she was dealing with a general partnership with all of the partners as general partners.After these transactions,when Albert discovered the defective filing,he notified the general partners,who immediately made a correct filing.What personal liability does Albert have in connection with these two transactions?

Which of the following is true regarding the liability of the partners in a limited partnership?

Withdrawal of a limited partner causes dissolution of a limited partnership.

There are two general partners,each of whom contributes $5,000 in capital to a limited partnership.There are two limited partners,each of whom contributes $20,000.The total amount of capital contributed is $50,000.The limited partnership agreement does not stipulate how profits and losses are to be allocated.Assume that the limited partnership makes $300,000 in profits.Under the RULPA,how much would each partner receive?