Exam 32: Limited Partnerships and Limited Liability Companies

RULPA does not distinguish between the duty of care owed by a general partner to a general partnership and that owed by a general partner to a limited partnership.

A limited partner owes a duty of care to the partnership similar to that of a general partner.

The laws of the state in which a foreign limited partnership is organized govern its organization, its internal affairs, and the liability of its limited partners.

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

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

Ordinarily, members of manager-managed LLCs have duties to the LLC and its members by reason of being members.

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

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

Limited partners have limited liability for partnership obligations.