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

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 3

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 4

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.

Accepted Answer

A) True 
 B)False

Question 5

LLC statutes all require the articles of organization:

Accepted Answer

A)  to include whether the LLC will be managed by managers who may, but need not be, members. 
B)  to be in writing and filed with the state. 
C)  to include in the name of the business the designation "limited liability company" or "LLC." 
D)  to include the name of the firm and the address of the principal place of business or registered office. 
E)  All of these. 
A)  to include whether the LLC will be managed by managers who may, but need not be, members. 
B)  to be in writing and filed with the state. 
C)  to include in the name of the business the designation "limited liability company" or "LLC." 
D)  to include the name of the firm and the address of the principal place of business or registered office. 
E)  All of these.

Question 6

Extinguishing a limited partnership involves:

Accepted Answer

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

Question 7

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.

Accepted Answer

A) True 
 B)False

Question 8

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

Accepted Answer

A) True 
 B)False

Question 9

If a limited partner votes on an amendment to the partnership agreement allowing a new business venture, he will not lose his limited status.

Accepted Answer

A) True 
 B)False

Question 10

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

Accepted Answer

A) True 
 B)False

Question 11

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 12

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.

Accepted Answer

A) True 
 B)False

Question 13

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.

Accepted Answer

A) True 
 B)False

Question 14

In a limited partnership, the contribution of a partner may be cash, property, services, a promissory note, or an obligation to contribute cash, property, or to perform services.

Accepted Answer

A) True 
 B)False

Question 15

An LLC's limitation on liability will not affect the liability of a member who:

Accepted Answer

A)  committed the wrongful act giving rise to the liability. 
B)  guaranteed the obligation. 
C)  Both of these. 
D)  None of these. 
A)  committed the wrongful act giving rise to the liability. 
B)  guaranteed the obligation. 
C)  Both of these. 
D)  None of these.

Question 16

With regard to a limited partner's capital contribution to the limited partnership:

Accepted Answer

A)  the limited partner can only contribute cash. 
B)  an oral promise by a limited partner to contribute to the limited partnership is enforceable if the partnership has given consideration to induce the promise. 
C)  a limited partner is liable to the partnership for the difference between the contribution actually made and that which is stated in a signed writing promising a certain contribution. 
D)  a limited partner may contribute no more than 49% of the partnership's capitalization. 
A)  the limited partner can only contribute cash. 
B)  an oral promise by a limited partner to contribute to the limited partnership is enforceable if the partnership has given consideration to induce the promise. 
C)  a limited partner is liable to the partnership for the difference between the contribution actually made and that which is stated in a signed writing promising a certain contribution. 
D)  a limited partner may contribute no more than 49% of the partnership's capitalization.

Question 17

Which of the following need NOT be included in the certificate filed by a limited partnership?

Accepted Answer

A)  The name of the limited partnership. 
B)  The name and address of the agent for service of process. 
C)  The names and addresses of each of the limited partners. 
D)  The name and business address of each general partner. 
A)  The name of the limited partnership. 
B)  The name and address of the agent for service of process. 
C)  The names and addresses of each of the limited partners. 
D)  The name and business address of each general partner.

Question 18

The causes of dissolution and the priorities in the distribution of assets for a limited partnership are the same as those of a general partnership.

Accepted Answer

A) True 
 B)False

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

Lonny is a partner in the Harris Limited Partnership. Unless the partnership agreement provides otherwise, Lonny may:

Accepted Answer

A)  assign his partnership interest and, if he does, he ceases to be a partner. 
B)  assign his partnership interest, but if he does, the assignment dissolves the partnership. 
C)  assign his partnership interest and, if he does, the assignee may exercise the rights of a partner. 
D)  not assign his partnership interest. 
A)  assign his partnership interest and, if he does, he ceases to be a partner. 
B)  assign his partnership interest, but if he does, the assignment dissolves the partnership. 
C)  assign his partnership interest and, if he does, the assignee may exercise the rights of a partner. 
D)  not assign his partnership interest.

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.

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

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

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.

LLC statutes all require the articles of organization:

Extinguishing a limited partnership involves:

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.

If a limited partner votes on an amendment to the partnership agreement allowing a new business venture, he will not lose his limited status.

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

Under the RULPA, a limited partnership may not use a name that is deceptively similar to that of any corporation or other limited partnership.

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.

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.

In a limited partnership, the contribution of a partner may be cash, property, services, a promissory note, or an obligation to contribute cash, property, or to perform services.

An LLC's limitation on liability will not affect the liability of a member who:

With regard to a limited partner's capital contribution to the limited partnership:

Which of the following need NOT be included in the certificate filed by a limited partnership?

The causes of dissolution and the priorities in the distribution of assets for a limited partnership are the same as those of a general partnership.

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.

Lonny is a partner in the Harris Limited Partnership. Unless the partnership agreement provides otherwise, Lonny may:

Introduction to Law

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Relationship of Principal and Agent

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