Exam 32: Limited Partnerships and Limited Liability Companies

Written consent of all partners is required for the addition of a general partner if the partnership agreement so provides or if the partnership agreement fails to deal with this issue.

A low-profit limited liability company (L3C) is a for-profit company with a socially beneficial purpose as its primary objective.

If Jack contributed $1000 as a limited partner, signed a certificate, but the certificate was filed in the wrong office, Jack:

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

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

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

In Alzado v.Blinder, Robinson & Company, Inc., Blinder, Robinson & Co.was found liable to partnership creditors as a general partner because it assumed control of the business and thus lost its limited partnership status.

The majority of states have adopted the 2001 revision of the Revised Uniform Limited Partnership Act (ReRULPA), which reflects that LLPs and LLCs can meet many of the needs formerly met by limited partnerships.

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

A person for purposes of membership in a partnership includes a natural person, a partnership, a limited partnership, a trust, an estate, an association, or a corporation.

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