Question 1

Discuss the duties of general partners to limited partners.

Accepted Answer

General partners have a fiduciary duty t

Question 2

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

Accepted Answer

A) True 
 B)False

Question 3

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 4

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 5

Describe an LLC and the rights of its members.

Accepted Answer

An LLC (limited liability company) is a

Question 6

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

Accepted Answer

A)  will not be liable as a general partner if he quickly withdraws from the business and renounces future profits. 
B)  is not a partner at all and may withdraw his contribution. 
C)  cannot avoid liability as a general partner under any circumstances. 
D)  may become a limited partner by giving constructive notice of the defective filing to all potential business contacts by an advertisement in a publication of general circulation. 
A)  will not be liable as a general partner if he quickly withdraws from the business and renounces future profits. 
B)  is not a partner at all and may withdraw his contribution. 
C)  cannot avoid liability as a general partner under any circumstances. 
D)  may become a limited partner by giving constructive notice of the defective filing to all potential business contacts by an advertisement in a publication of general circulation.

Question 7

What are the liabilities of a limited partner in a limited partnership?

Accepted Answer

Limited partners are liable only to the

Question 8

A partner may not receive a distribution from a limited partnership unless the partnership's assets after the distribution would be sufficient to pay all of the partnership's liabilities, including those to other partners on account of their partnership interests.

Accepted Answer

A) True 
 B)False

Exam 32: Limited Partnerships and Limited Liability Companies

Discuss the duties of general partners to limited partners.

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

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

Describe an LLC and the rights of its members.

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

What are the liabilities of a limited partner in a limited partnership?

A partner may not receive a distribution from a limited partnership unless the partnership's assets after the distribution would be sufficient to pay all of the partnership's liabilities, including those to other partners on account of their partnership interests.

Introduction to Law

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Relationship of Principal and Agent

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