Question 1

A member of a limited liability company has a property interest in the property owned by the LLC.

Accepted Answer

A) True 
 B)False

Question 2

Answer the following:
(a) What is the definition of a foreign limited partnership?
(b) Does RULPA require foreign limited partnerships to be registered?
(a)  A limited partnership is considered foreign in any states other than the one in

Accepted Answer

(b)
which it is formed.
Yes, the RULPA r

Question 3

When a limited partnership dissolves and winding up commences:

Accepted Answer

A)  a certificate of cancellation must be filed. 
B)  the state automatically cancels the certificate of limited partnership. 
C)  all general and limited partners can be involved in the winding up process. 
D)  a court must decree that the partnership is terminated. 
A)  a certificate of cancellation must be filed. 
B)  the state automatically cancels the certificate of limited partnership. 
C)  all general and limited partners can be involved in the winding up process. 
D)  a court must decree that the partnership is terminated.

Question 4

Unless otherwise provided in the LLC's operating agreement, a member may assign his financial interest in the LLC
without dissolving the LLC.

Accepted Answer

A) True 
 B)False

Question 5

Under the RULPA, a limited partnership may not use a name that is deceptively similar to that of any corporation or other limited partnership.

Accepted Answer

A) True 
 B)False

Question 6

The new revision of the RULPA provides that, when a limited partnership is a limited liability limited partnership,:

Accepted Answer

A)  a general partner is personally liable for a contractual obligation. 
B)  a general partner is personally liable for an obligation arising from a tort. 
C)  a contractual obligation or an obligation arising from a tort is solely the obligation of the limited partnership. 
D)  a contractual obligation or an obligation arising from a tort is the joint and several obligation of the limited partnership and the general partners. 
A)  a general partner is personally liable for a contractual obligation. 
B)  a general partner is personally liable for an obligation arising from a tort. 
C)  a contractual obligation or an obligation arising from a tort is solely the obligation of the limited partnership. 
D)  a contractual obligation or an obligation arising from a tort is the joint and several obligation of the limited partnership and the general partners.

Question 7

RULPA requires a lesser duty of care by a general partner to a general partnership than that owed by a general partner to a limited partnership.

Accepted Answer

A) True 
 B)False

Question 8

A partnership interest:

Accepted Answer

A)  is personal property that may be assigned without dissolving the limited partnership. 
B)  may be assigned to a person who then becomes a partner. 
C)  may not be assigned without dissolving the limited partnership. 
D)  may not be assigned unless this right is specifically provided for in the partnership agreement. 
A)  is personal property that may be assigned without dissolving the limited partnership. 
B)  may be assigned to a person who then becomes a partner. 
C)  may not be assigned without dissolving the limited partnership. 
D)  may not be assigned unless this right is specifically provided for in the partnership agreement.

Question 9

A limited partner may vote on the sale of all of the assets of the limited partnership or a change in the nature of the business without being deemed to have taken part in control of the business.

Accepted Answer

A) True 
 B)False

Question 10

Which of the following would have priority in distributing limited partnership assets?

Accepted Answer

A)  Return of a general partner's capital contribution 
B)  Repayment of a loan by a limited partner to the partnership 
C)  Return of a limited partner's capital contribution 
D)  Payment of profits of the limited partner 
A)  Return of a general partner's capital contribution 
B)  Repayment of a loan by a limited partner to the partnership 
C)  Return of a limited partner's capital contribution 
D)  Payment of profits of the limited partner

Question 11

Statutes or the common law impose duties of good faith and fair dealing on all members of an LLC whether the LLC
is manager managed or member managed.

Accepted Answer

A) True 
 B)False

Question 12

All states except one have adopted either the 1976 or 1985 RULPA.

Accepted Answer

A) True 
 B)False

Question 13

Describe an LLC and the interest or rights of its members.

Accepted Answer

An LLC (limited liability company) is an

Question 14

With regard to a limited partner's capital contribution to the limited partnership:

Accepted Answer

A)  the limited partner can only contribute cash. 
B)  a promise by a limited partner to contribute to the limited partnership is not enforceable unless it is in a signed writing. 
C)  if the partner fails to make a promised capital contribution, the limited partnership has no power to hold the partner liable. 
D)  All of these. 
A)  the limited partner can only contribute cash. 
B)  a promise by a limited partner to contribute to the limited partnership is not enforceable unless it is in a signed writing. 
C)  if the partner fails to make a promised capital contribution, the limited partnership has no power to hold the partner liable. 
D)  All of these.

Question 15

A partner may not receive a distribution from a limited partnership unless the remaining assets are deemed sufficient to pay partnership liabilities other than liabilities to partners on account of their partnership interests.

Accepted Answer

A) True 
 B)False

Question 16

If the partnership agreement does not specify when a limited partner may withdraw or specify a definite time for the limited partnership's dissolution, a limited partner may withdraw upon giving at least one month's written notice to each general partner.

Accepted Answer

A) True 
 B)False

Question 17

A limited partner's financial obligation to the partnership may be increased if the:

Accepted Answer

A)  limited partner acts as agent for a competing partnership. 
B)  limited partner takes active part in the management of the partnership. 
C)  another limited partner is added to the partnership. 
D)  All of these are true. 
A)  limited partner acts as agent for a competing partnership. 
B)  limited partner takes active part in the management of the partnership. 
C)  another limited partner is added to the partnership. 
D)  All of these are true.

Question 18

Answer the following:
(a)  What is the liability of a limited partner who participates in the management or control of the partnership?
(b)  What activities can a limited partner perform without being considered to have taken part in control of the business under the RULPA?
Under the RULPA, a limited partner who participates in the management or control of the business by exercising the powers of a general partner assumes the

Accepted Answer

(a)
(b)
liability of a general partner t

Question 19

Which of the following is true of limited liability companies?

Accepted Answer

A)  Most states limit the duration of LLCs. 
B)  In most states, LLCs must file annual reports with the state. 
C)  The contribution of a member to a limited liability company must be cash or property. 
D)  A written operating agreement governing all of the relations between members is required in all states. 
A)  Most states limit the duration of LLCs. 
B)  In most states, LLCs must file annual reports with the state. 
C)  The contribution of a member to a limited liability company must be cash or property. 
D)  A written operating agreement governing all of the relations between members is required in all states.

Question 20

The Elm Street Partnership is a limited partnership in which Arlo is the sole general partner and Barbara and Charles are the limited partners. Now the partnership is being dissolved, and Barbara wants her money. The partnership creditors include Charles for a $1,000 loan in addition to his capital contribution. In what order should the partnership assets be distributed?

Accepted Answer

Under the RULPA, the priorities for dist

Exam 32: Limited Partnerships and Limited Liability Companies

A member of a limited liability company has a property interest in the property owned by the LLC.

Answer the following: (a) What is the definition of a foreign limited partnership? (b) Does RULPA require foreign limited partnerships to be registered? (a) A limited partnership is considered foreign in any states other than the one in

When a limited partnership dissolves and winding up commences:

Unless otherwise provided in the LLC's operating agreement, a member may assign his financial interest in the LLC without dissolving the LLC.

Under the RULPA, a limited partnership may not use a name that is deceptively similar to that of any corporation or other limited partnership.

The new revision of the RULPA provides that, when a limited partnership is a limited liability limited partnership,:

RULPA requires a lesser duty of care by a general partner to a general partnership than that owed by a general partner to a limited partnership.

A partnership interest:

A limited partner may vote on the sale of all of the assets of the limited partnership or a change in the nature of the business without being deemed to have taken part in control of the business.

Which of the following would have priority in distributing limited partnership assets?

Statutes or the common law impose duties of good faith and fair dealing on all members of an LLC whether the LLC is manager managed or member managed.

All states except one have adopted either the 1976 or 1985 RULPA.

Describe an LLC and the interest or rights of its members.

With regard to a limited partner's capital contribution to the limited partnership:

A partner may not receive a distribution from a limited partnership unless the remaining assets are deemed sufficient to pay partnership liabilities other than liabilities to partners on account of their partnership interests.

If the partnership agreement does not specify when a limited partner may withdraw or specify a definite time for the limited partnership's dissolution, a limited partner may withdraw upon giving at least one month's written notice to each general partner.

A limited partner's financial obligation to the partnership may be increased if the:

Which of the following is true of limited liability companies?

Introduction to Law

Business Ethics and the Social Responsibility of Business

Civil Dispute Resolution

Constitutional Law

Administrative Law

Criminal Law

Intentional Torts

Negligence and Strict Liability

Introduction to Contracts

Mutual Assent

Conduct Invalidating Assent

Consideration

Illegal Bargains

Contractual Capacity

Contracts in Writing

Third Parties to Contracts

Performance, Breach, and Discharge

Contract Remedies

Relationship of Principal and Agent

Relationship With Third Parties

Introduction to Sales and Leases

Performance

Transfer of Title and Risk of Loss

Products Liability: Warranties and Strict Liability in Tort

Sales Remedies

Form and Content

Transfer and Holder in Due Course

Liability of Parties

Bank Deposits, Collections, and Funds Transfers

Formation and Internal Relations of General Partnerships

Operation and Dissolution of General Partnerships

Nature, Formation, and Powers

Financial Structure

Management Structure

Fundamental Changes

Secured Transactions and Suretyship

Bankruptcy

Protection of Intellectual Property

Antitrust

Consumer Protection

Employment Law

Securities Regulation

Accountants Legal Liability

Environmental Law

International Business Law

Introduction to Property, Property Insurance, Bailments, and Documents of Title

Interests in Real Property

Transfer and Control of Real Property

Trusts and Decedents Estates

the Legal Environment of Business

Contracts

Agency

Sales

Negotiable Instruments

Unincorporated Business Associations

Corporations

Debtor and Creditor Relations

Regulation of Business

Property

Filters

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