Question 1

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

Accepted Answer

An LLC (limited liability company) is an

Question 2

Ownership interests in manager-operated LLCs are not considered to be securities.

Accepted Answer

A) True 
 B)False

Question 3

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 4

The causes of dissolution and the priorities in the distribution of assets for a limited partnership are not the same as those of a general partnership.

Accepted Answer

A) True 
 B)False

Question 5

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 6

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 7

A general partner, but not a limited partner, may be either a secured or unsecured creditor of the partnership with the same rights as a person who is not a partner.

Accepted Answer

A) True 
 B)False

Question 8

In which of the following ways is a general partner the same as a limited partner in a limited partnership?

Accepted Answer

A) Right of management and control 
B) Liability to creditors of the partnership 
C) Duty of care to the other partners and to the partnership 
D) General partners differ from limited partners in all of these ways. 
A) Right of management and control 
B) Liability to creditors of the partnership 
C) Duty of care to the other partners and to the partnership 
D) General partners differ from limited partners in all of these ways.

Question 9

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 10

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 11

The RULPA recognizes the right of a limited partner to bring an action on the behalf of a limited partnership to recover a judgment in its favor if the general partners having authority to do so have refused to bring the action.

Accepted Answer

A) True 
 B)False

Question 12

Registration of a foreign limited partnership is required in order to:

Accepted Answer

A) go into business in another country. 
B) defend the partnership in court. 
C) collect contributions from foreign investors. 
D) None of these. 
A) go into business in another country. 
B) defend the partnership in court. 
C) collect contributions from foreign investors. 
D) None of these.

Question 13

A limited partner will not lose his limited status because of voting on an amendment to the partnership agreement allowing a new business venture.

Accepted Answer

A) True 
 B)False

Question 14

A limited partner has limited access to the books and records of the partnership.

Accepted Answer

A) True 
 B)False

Question 15

A creditor of a limited partner may obtain a charging order against the limited partner's interest in the partnership, thereby becoming an assignee of the partnership interest.

Accepted Answer

A) True 
 B)False

Question 16

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 17

The 2001 revision of the RULPA has been widely adopted.

Accepted Answer

A) True 
 B)False

Question 18

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 19

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 20

A "person" for purposes of a limited partnership can be a corporation.

Accepted Answer

A) True 
 B)False

Exam 32: Limited Partnerships and Limited Liability Companies

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

Ownership interests in manager-operated LLCs are not considered to be securities.

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

The causes of dissolution and the priorities in the distribution of assets for a limited partnership are not the same as those of a general partnership.

A partnership interest:

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.

A general partner, but not a limited partner, may be either a secured or unsecured creditor of the partnership with the same rights as a person who is not a partner.

In which of the following ways is a general partner the same as a limited partner in a limited partnership?

A foreign limited liability company:

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

The RULPA recognizes the right of a limited partner to bring an action on the behalf of a limited partnership to recover a judgment in its favor if the general partners having authority to do so have refused to bring the action.

Registration of a foreign limited partnership is required in order to:

A limited partner will not lose his limited status because of voting on an amendment to the partnership agreement allowing a new business venture.

A limited partner has limited access to the books and records of the partnership.

A creditor of a limited partner may obtain a charging order against the limited partner's interest in the partnership, thereby becoming an assignee of the partnership interest.

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 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.

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:

A "person" for purposes of a limited partnership can be a corporation.

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

51: The Legal Environment Of Business

52: Contracts.

53: Agency.

54: Sales

55: Negotiable Instruments

56: Unincorporated Business Association

57: Corporations

58: Debtor and Creditor Relation

59: Regulation of Business

60: Property.