Exam 39: Limited Liability Companies and Limited Liability Partnerships

A(n)________ refers to a document that states the terms for converting an existing business to an LLC (limited liability company).

Which of the following best defines the duty of care to which a member of a member-managed LLC (limited liability company)must adhere?

In a manager-managed LLC (limited liability company),amending the articles of organization cannot be delegated to the managers.

An LLC (limited liability company)that is organized in Alabama and is operating in Texas with no operations outside the U.S.is considered a ________ in Texas.

Peter,Preston,and Penny organize an LLC (limited liability company)in the month of January.While composing the operating agreement,they forget to include the amendment clause.Six months later,the situation demands an amendment to the operating agreement.Which of the following would best apply in this scenario?

A member or a shareholder is the owner of a Limited liability company (LLC).

Distinguish between rightful and wrongful disassociation from an LLC (limited liability company).What are the consequences of disassociation?

If a member or manager of an LLC (limited liability company)is found to be a tortfeasor,he or she is not personally liable for the injury or death.

Partners of LLPs (limited liability partnerships)are personally liable for the LLPs' debts,obligations,and liabilities.

Which of the following is true of capital contribution to an LLC (limited liability company)?

The Uniform Limited Liability Company Act (ULLCA)is a federal law and is valid across the United States.

A member's obligation to contribute capital is excused by the member's death.

Sam Muller and Toby Richardson organize an LLC (limited liability company)in the state of Delaware.In the articles of organization,they specify the duration of the LLC as 25 years from the date of filing the articles of organization.Which of the following is true in this context?

The certificate of interest acts the same as a(n)________ issued by a corporation.

________ refer to the formal documents that must be filed at the secretary of state's office of the state of organization of an LLP (limited liability partnership)to form the LLP.

In states where an LLC (limited liability company)may be organized by only one member,________ can obtain the benefit of the limited liability shield of an LLC.

Articles of organization are documents that are an evidence of a member's ownership interest in a Limited liability company (LLC).

A nonmanager member of an LLC (limited liability company)is not entitled to remuneration for services performed for the LLC at any time.

A member's distributional interest in an LLC (limited liability company)is ________ and may be transferred in whole or in part.

The duty of care for managers and members includes the duty not to usurp the LLC's (limited liability company's)opportunities.