Question 1

Joe is a limited partner in a limited partnership. Joe does not have the right to dissolve the partnership except by decree of a court.

Accepted Answer

A) True 
 B)False

Question 2

A foreign limited liability company:

Accepted Answer

A)  is governed by the laws of the state in which it is organized. 
B)  is considered "foreign" in any state other than the one in which it was formed. 
C)  must register with the Secretary of State before transacting business in that state. 
D)  All of these are correct. 
A)  is governed by the laws of the state in which it is organized. 
B)  is considered "foreign" in any state other than the one in which it was formed. 
C)  must register with the Secretary of State before transacting business in that state. 
D)  All of these are correct.

Question 3

The most popular and widely used unincorporated business form that provides limited liability for its members is the:

Accepted Answer

A)  limited partnership. 
B)  limited liability partnership. 
C)  limited liability company. 
D)  limited liability limited partnership. 
A)  limited partnership. 
B)  limited liability partnership. 
C)  limited liability company. 
D)  limited liability limited partnership.

Question 4

Under all LLC statutes, a unanimous vote of the members must be obtained to approve a merger.

Accepted Answer

A) True 
 B)False

Question 5

Which of the following is correct regarding the fiduciary duties in a limited partnership?

Accepted Answer

A)  The general partner has a fiduciary duty to the limited partners. 
B)  Judicial authority seems to suggest that the limited partner has no fiduciary duty to the partnership. 
C)  The fiduciary duty of the general partner is extremely important to the interests of the limited partners, because they have no ability to manage or control the partnership business. 
D)  All of these are correct. 
A)  The general partner has a fiduciary duty to the limited partners. 
B)  Judicial authority seems to suggest that the limited partner has no fiduciary duty to the partnership. 
C)  The fiduciary duty of the general partner is extremely important to the interests of the limited partners, because they have no ability to manage or control the partnership business. 
D)  All of these are correct.

Question 6

Once a partner becomes entitled to a distribution, he has the status of a creditor with respect to that distribution.

Accepted Answer

A) True 
 B)False

Question 7

If Jack contributed $1,000 as a limited partner and signed a certificate of limited partnership, but the certificate was filed in the wrong office:

Accepted Answer

A)  Jack may avoid liability as a general partner if he withdraws from the business and quickly renounces future profits. 
B)  Jack is not a partner at all and may withdraw his contribution. 
C)  Jack is a general partner for all purposes. 
D)  Jack may become a limited partner by quickly filing an affidavit stating he was not responsible for the erroneous filing. 
A)  Jack may avoid liability as a general partner if he withdraws from the business and quickly renounces future profits. 
B)  Jack is not a partner at all and may withdraw his contribution. 
C)  Jack is a general partner for all purposes. 
D)  Jack may become a limited partner by quickly filing an affidavit stating he was not responsible for the erroneous filing.

Question 8

52. A(n) is an unincorporated business association that provides limited liability to all of its owners and permits all
Of its owners to participate in the management of the business.

Accepted Answer

A)  limited partnership 
B)  limited liability company 
C)  general partnership 
D)  association of fiduciaries 
A)  limited partnership 
B)  limited liability company 
C)  general partnership 
D)  association of fiduciaries

Question 9

The 2001 revision of the RULPA has been widely adopted.

Accepted Answer

A) True 
 B)False

Question 10

After the formation of a limited partnership, the admission of additional general partners can only be accomplished with the written consent of all partners.

Accepted Answer

A) True 
 B)False

Question 11

Like general partnerships, limited partnerships are statutory creations that did not exist at common law.

Accepted Answer

A) True 
 B)False

Question 12

False statements in a certificate of limited partnership or in an amendment to the certificate that cause loss to third parties who rely on the statements may result in liability for the general partners.

Accepted Answer

A) True 
 B)False

Question 13

Foreign limited partnerships do not have to operate in another country.

Accepted Answer

A) True 
 B)False

Question 14

A limited partnership is a partnership formed by two or more persons under the laws of a state and having one or more general partners and one or more limited partners.

Accepted Answer

A) True 
 B)False

Question 15

An oral promise by a limited partner to contribute to the limited partnership is enforceable.

Accepted Answer

A) True 
 B)False

Question 16

Which of the following need NOT be included in the certificate filed by a limited partnership under the RULPA?

Accepted Answer

A)  The name of the limited partnership 
B)  The name and address of the agent for service of process 
C)  The names of each of the limited partners 
D)  The name and business address of each general partner 
A)  The name of the limited partnership 
B)  The name and address of the agent for service of process 
C)  The names of each of the limited partners 
D)  The name and business address of each general partner

Question 17

It remains unclear under the law whether a limited partner has a fiduciary duty to his general partners or to the limited partnership.

Accepted Answer

A) True 
 B)False

Question 18

Which of the following is untrue of a limited partnership?

Accepted Answer

A)  Limited partnerships must be formed under a state statute. 
B)  Limited partners cannot ordinarily be named in the partnership business name. 
C)  Partners in limited partnerships must contribute services to the partnership. 
D)  Limited partners are generally not responsible for the debts of the partnership beyond their investment. 
A)  Limited partnerships must be formed under a state statute. 
B)  Limited partners cannot ordinarily be named in the partnership business name. 
C)  Partners in limited partnerships must contribute services to the partnership. 
D)  Limited partners are generally not responsible for the debts of the partnership beyond their investment.

Question 19

Discuss the duty of general partners to limited partners.

Accepted Answer

A general partner owes a fiduciary duty

Question 20

Which of the following is true with respect to a defective formation of a limited partnership?

Accepted Answer

A)  The formation is defective if the certificate filed does not substantially meet statutory requirements. 
B)  It jeopardizes the limited liability of a limited partner. 
C)  The 1985 RULPA reduces the risk of a limited partner for defective formation. 
D)  All of these are correct. 
A)  The formation is defective if the certificate filed does not substantially meet statutory requirements. 
B)  It jeopardizes the limited liability of a limited partner. 
C)  The 1985 RULPA reduces the risk of a limited partner for defective formation. 
D)  All of these are correct.

Exam 32: Limited Partnerships and Limited Liability Companies

Joe is a limited partner in a limited partnership. Joe does not have the right to dissolve the partnership except by decree of a court.

A foreign limited liability company:

The most popular and widely used unincorporated business form that provides limited liability for its members is the:

Under all LLC statutes, a unanimous vote of the members must be obtained to approve a merger.

Which of the following is correct regarding the fiduciary duties in a limited partnership?

Once a partner becomes entitled to a distribution, he has the status of a creditor with respect to that distribution.

If Jack contributed $1,000 as a limited partner and signed a certificate of limited partnership, but the certificate was filed in the wrong office:

52. A(n) is an unincorporated business association that provides limited liability to all of its owners and permits all Of its owners to participate in the management of the business.

The 2001 revision of the RULPA has been widely adopted.

After the formation of a limited partnership, the admission of additional general partners can only be accomplished with the written consent of all partners.

Like general partnerships, limited partnerships are statutory creations that did not exist at common law.

False statements in a certificate of limited partnership or in an amendment to the certificate that cause loss to third parties who rely on the statements may result in liability for the general partners.

Foreign limited partnerships do not have to operate in another country.

A limited partnership is a partnership formed by two or more persons under the laws of a state and having one or more general partners and one or more limited partners.

An oral promise by a limited partner to contribute to the limited partnership is enforceable.

Which of the following need NOT be included in the certificate filed by a limited partnership under the RULPA?

It remains unclear under the law whether a limited partner has a fiduciary duty to his general partners or to the limited partnership.

Which of the following is untrue of a limited partnership?

Discuss the duty of general partners to limited partners.

Which of the following is true with respect to a defective formation of a limited partnership?

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

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