Question 1

The general partners of a limited partnership have almost exclusive control and management of the limited partnership.

Accepted Answer

A) True 
 B)False

Question 2

Foreign limited partnerships do not have to operate in another country to be identified as "foreign."

Accepted Answer

A) True 
 B)False

Question 3

Members of member-managed LLCs and manager-managed LLCs are the same in which of the following aspects?

Accepted Answer

A)  Control. 
B)  Fiduciary duty. 
C)  Liability. 
D)  Whether the member is an agent of the LLC. 
A)  Control. 
B)  Fiduciary duty. 
C)  Liability. 
D)  Whether the member is an agent of the LLC.

Question 4

Which of the following is NOT correct regarding a limited liability partnership?

Accepted Answer

A)  All of the states authorize them. 
B)  It is the same as a limited partnership. 
C)  A registered limited liability partnership is a general partnership that makes a statutorily required filing. 
D)  Its name must indicate it is a limited liability partnership. 
A)  All of the states authorize them. 
B)  It is the same as a limited partnership. 
C)  A registered limited liability partnership is a general partnership that makes a statutorily required filing. 
D)  Its name must indicate it is a limited liability partnership.

Question 5

Extinguishing a limited partnership involves:

Accepted Answer

A)  dissolution. 
B)  winding up or liquidation. 
C)  termination. 
D)  All of these. 
A)  dissolution. 
B)  winding up or liquidation. 
C)  termination. 
D)  All of these.

Question 6

Which of the following is true with respect to the distribution of assets following dissolution of a limited partnership?

Accepted Answer

A)  Partners are paid before ex-partners for unpaid distributions. 
B)  Limited partners who are creditors are paid at the same priority as third-party creditors of the partnership. 
C)  The amount limited partners are paid for their partnership interests has no relation to the proportion in which they share in distributions. 
D)  Capital contributions are paid before unpaid distributions. 
A)  Partners are paid before ex-partners for unpaid distributions. 
B)  Limited partners who are creditors are paid at the same priority as third-party creditors of the partnership. 
C)  The amount limited partners are paid for their partnership interests has no relation to the proportion in which they share in distributions. 
D)  Capital contributions are paid before unpaid distributions.

Question 7

A limited partnership agreement may not provide that limited partners have the right to vote on matters as a class separate from the general partners.

Accepted Answer

A) True 
 B)False

Question 8

Describe an LLC and the rights of its members.

Accepted Answer

An LLC (limited liability company) is a

Question 9

A limited partner has a right 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 10

A __________ is a partnership in which the liability of the general partners has been limited to the same extent as in a limited liability partnership.

Accepted Answer

A)  limited partnership 
B)  limited liability company 
C)  limited liability limited partnership 
D)  None of these are correct. 
A)  limited partnership 
B)  limited liability company 
C)  limited liability limited partnership 
D)  None of these are correct.

Question 11

The RULPA specifies the events that will trigger a dissolution, after which the partnership affairs must be liquidated. These events include which of the following?

Accepted Answer

A)  The expiration of the time period specified in the certificate. 
B)  The unanimous written consent of all the partners. 
C)  A limited partner's withdrawal from the partnership. 
D)  The expiration of the time period specified in the certificate  and t he unanimous written consent of all the partners. 
A)  The expiration of the time period specified in the certificate. 
B)  The unanimous written consent of all the partners. 
C)  A limited partner's withdrawal from the partnership. 
D)  The expiration of the time period specified in the certificate  and t he unanimous written consent of all the partners.

Question 12

All of the states have enacted statutes enabling the formation of limited liability partnerships (LLPs).

Accepted Answer

A) True 
 B)False

Question 13

What is the effect on liability of a limited partner who participates in the management of the partnership? What activities may a limited partner perform without affecting liability?

Accepted Answer

A limited partner who participates in th

Question 14

A general partner may also be a limited partner and thereby also share in profits and distributions as a limited partner.

Accepted Answer

A) True 
 B)False

Question 15

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 known as 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 16

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

Accepted Answer

A) True 
 B)False

Question 17

All statutes require LLPs:

Accepted Answer

A)  to designate themselves as LLPs. 
B)  to register or obtain a certificate of authenticity if they are foreign LLPs. 
C)  to make a new filing with the secretary of state after any change in membership. 
D)  to follow the laws of the jurisdiction under which they are registered regarding internal affairs and organization. 
A)  to designate themselves as LLPs. 
B)  to register or obtain a certificate of authenticity if they are foreign LLPs. 
C)  to make a new filing with the secretary of state after any change in membership. 
D)  to follow the laws of the jurisdiction under which they are registered regarding internal affairs and organization.

Question 18

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

The priorities for distribution of asset

Question 19

A limited liability company is a relatively new 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 20

Only the general partners have access to the books and records of the partnership.

Accepted Answer

A) True 
 B)False

Exam 32: Limited Partnerships and Limited Liability Companies

The general partners of a limited partnership have almost exclusive control and management of the limited partnership.

Foreign limited partnerships do not have to operate in another country to be identified as "foreign."

Members of member-managed LLCs and manager-managed LLCs are the same in which of the following aspects?

Which of the following is NOT correct regarding a limited liability partnership?

Extinguishing a limited partnership involves:

Which of the following is true with respect to the distribution of assets following dissolution of a limited partnership?

A limited partnership agreement may not provide that limited partners have the right to vote on matters as a class separate from the general partners.

Describe an LLC and the rights of its members.

A limited partner has a right 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.

A __________ is a partnership in which the liability of the general partners has been limited to the same extent as in a limited liability partnership.

The RULPA specifies the events that will trigger a dissolution, after which the partnership affairs must be liquidated. These events include which of the following?

All of the states have enacted statutes enabling the formation of limited liability partnerships (LLPs).

What is the effect on liability of a limited partner who participates in the management of the partnership? What activities may a limited partner perform without affecting liability?

A general partner may also be a limited partner and thereby also share in profits and distributions as a limited partner.

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 known as a:

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

All statutes require LLPs:

A limited liability company is a relatively new 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.

Only the general partners have access to the books and records of the partnership.

Introduction to Law

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