Question 1

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  True

Question 2

Unanimous written consent of all partners is necessary to add new limited partners to a limited partnership.

Accepted Answer

A) True 
 B)False  True

Question 3

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  True

Question 4

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

Question 5

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 6

Limited partnerships are the same as limited liability partnerships.

Accepted Answer

A) True 
 B)False

Question 7

The RULPA requires that the limited partnership certificate list the capital contribution of each general and limited partner.

Accepted Answer

A) True 
 B)False

Question 8

Unless otherwise agreed, under RULPA, a limited partner is entitled to repayment of his capital contribution under which of the following conditions?

Accepted Answer

A) Before general partners are repaid their capital contributions 
B) At the same time and on a pro rata basis with the general partners 
C) Only after general partners have been repaid their capital contributions 
D) None of these. 
A) Before general partners are repaid their capital contributions 
B) At the same time and on a pro rata basis with the general partners 
C) Only after general partners have been repaid their capital contributions 
D) None of these.

Question 9

While a limited partnership interest is transferable, the transferee will become a limited partner if:

Accepted Answer

A) the other members consent. 
B) he has paid fair market value. 
C) he has also donated services. 
D) he has consented to the organizational character. 
A) the other members consent. 
B) he has paid fair market value. 
C) he has also donated services. 
D) he has consented to the organizational character.

Question 10

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 11

Creation of a limited partnership does not require more formalities than formation of a general partnership.

Accepted Answer

A) True 
 B)False

Question 12

A general partnership that, by making the statutorily required filing, limits the liability of its partners for some or all of the partnership's obligations is a:

Accepted Answer

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

Question 13

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

Accepted Answer

A) True 
 B)False

Question 14

One of the most appealing features of a limited partnership is the limited personal liability it offers to limited partners.

Accepted Answer

A) True 
 B)False

Question 15

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 16

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 17

A limited liability company is a form of unincorporated business association that blends the advantages of both general and limited partnerships, because all its members may have limited liability and all may participate in management and control without loss of limited liability.

Accepted Answer

A) True 
 B)False

Question 18

When were the last revisions made to the RULPA?

Accepted Answer

A) 1970 
B) 1976 
C) 1985 
D) 2001 
A) 1970 
B) 1976 
C) 1985 
D) 2001

Question 19

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

Accepted Answer

A) True 
 B)False

Question 20

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.

Exam 32: Limited Partnerships and Limited Liability Companies

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

Unanimous written consent of all partners is necessary to add new limited partners to a limited partnership.

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.

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

Limited partnerships are the same as limited liability partnerships.

The RULPA requires that the limited partnership certificate list the capital contribution of each general and limited partner.

Unless otherwise agreed, under RULPA, a limited partner is entitled to repayment of his capital contribution under which of the following conditions?

While a limited partnership interest is transferable, the transferee will become a limited partner if:

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

Creation of a limited partnership does not require more formalities than formation of a general partnership.

A general partnership that, by making the statutorily required filing, limits the liability of its partners for some or all of the partnership's obligations is a:

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

One of the most appealing features of a limited partnership is the limited personal liability it offers to limited partners.

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.

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 limited liability company is a form of unincorporated business association that blends the advantages of both general and limited partnerships, because all its members may have limited liability and all may participate in management and control without loss of limited liability.

When were the last revisions made to the RULPA?

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

When a limited partnership dissolves and winding up commences:

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