Exam 33: Limited Partnerships and Limited Liability Companies

A general partnership that, by making the statutorily required filing, limits the liability of its partners for some or all of the partnership's obligations is known as a:

The RULPA requires that the limited partnership certificate list the capital contribution of each general and limited partner.

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

A "person" for purposes of a member of a partnership includes a natural person, a partnership, a limited partnership, a trust, or an association, but not a corporation or an estate.

A creditor of a limited partner may obtain a charging order against the limited partner's interest in the partnership, thereby obtaining the rights of an assignee of the partnership interest.

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

Members of an LLC share profits and losses equally.

The death or bankruptcy of a limited partner will dissolve the partnership.

An operating agreement is adopted by members of most limited liability companies.

Daniel is a general partner in a real estate investment firm.Hank and Barry are limited partners.Daniel, without the consent or ratification of Hank and Barry, can:

The certificate of limited partnership need not be amended if a new general partner is admitted or withdraws from the partnership.

When were the last amendments made to the RULPA?

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.

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.

About half of state statutes and the amended ULLCA have eliminated a member's dissociation as a mandatory cause of dissolution of an LLC.

The laws of the state in which a foreign limited partnership is organized govern its organization, its internal affairs, and the liability of its limited partners.

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

A general partner, but not a limited partner, is liable to pay to the limited partnership the cash value of an unpaid capital contribution described in a signed writing.

The certificate of a limited partnership must be amended if a new general partner is admitted.

The __________ of a partner may be cash, property, services rendered, a promissory note, or an obligation to contribute cash or property or to perform services.