Exam 32: Limited Partnerships and Limited Liability Companies

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

LLC statutes all require the articles of organization:

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

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

Which of the following is untrue of a limited partnership?

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.

Discuss the duties of general partners to limited partners.

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

Describe an LLC and the rights of its members.

A limited partnership must continuously maintain an office at which basic organizational and financial records are kept.

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 who participates in the control of the business has broad liability to third persons regardless of whether they have transacted business with the partnership believing the limited partner is a general partner.

Most statutes and the amended ULLCA make an LLC member's dissociation a mandatory cause of dissolution.

Which of the following is correct regarding a limited partnership?

Extinguishing a limited partnership involves:

Members of an LLC share profits and losses equally.

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.

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?

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

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