Question 1

Only the general partners have access to the books and records of the partnership.

Accepted Answer

A) True 
 B)False

Question 2

The general partners of a limited partnership have almost exclusive control and management of the limited partnership.

Accepted Answer

A) True 
 B)False

Question 3

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 4

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.

Accepted Answer

A) True 
 B)False

Question 5

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 6

If Jack contributed $1000 as a limited partner and 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

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

Accepted Answer

A) True 
 B)False

Question 8

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 on dissolution has no relation to the proportion in which they share in distribution of profits. 
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 on dissolution has no relation to the proportion in which they share in distribution of profits. 
D) Capital contributions are paid before unpaid distributions.

Question 9

Limited partners have limited personal liability for partnership obligations.

Accepted Answer

A) True 
 B)False

Question 10

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

Accepted Answer

A) the limited partner can only contribute cash. 
B) a promise by a limited partner to contribute to the limited partnership is not enforceable unless it is in a signed writing. 
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) Two of the above, (b) and (c). 
A) the limited partner can only contribute cash. 
B) a promise by a limited partner to contribute to the limited partnership is not enforceable unless it is in a signed writing. 
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) Two of the above, (b) and (c).

Question 11

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

Accepted Answer

A) All of the states authorize them. 
B) It is the same as a limited partnership. 
C) A registered limited liability partnership is a general partnership that makes a statutorily required filing. 
D) All of the above. 
A) All of the states authorize them. 
B) It is the same as a limited partnership. 
C) A registered limited liability partnership is a general partnership that makes a statutorily required filing. 
D) All of the above.

Question 12

What is the effect on liability of a limited partner who participates in the management of the partnership? What activities may a limited partner perform without affecting liability?

Accepted Answer

A limited partner who participates in th

Question 13

The RULPA recognizes the right of a limited partner 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 14

Unlike general partnerships, limited partnerships are statutory creations.

Accepted Answer

A) True 
 B)False

Question 15

A limited partner's financial obligation to the partnership may be increased if the:

Accepted Answer

A) limited partner acts as agent for a competing partnership. 
B) limited partner takes active part in the management of the partnership. 
C) certificate of limited partnership is incorrect or incomplete. 
D) Both (b) and (c) are correct. 
A) limited partner acts as agent for a competing partnership. 
B) limited partner takes active part in the management of the partnership. 
C) certificate of limited partnership is incorrect or incomplete. 
D) Both (b) and (c) are correct.

Question 16

All statutes require LLPs to:

Accepted Answer

A) designate themselves as LLPs. 
B) register or obtain a certificate of authenticity if they are foreign LLPs. 
C) make a new filing with the secretary of state after any change in membership. 
D) follow the laws of the jurisdiction under which they are registered regarding internal affairs and organization. 
A) designate themselves as LLPs. 
B) register or obtain a certificate of authenticity if they are foreign LLPs. 
C) make a new filing with the secretary of state after any change in membership. 
D) follow the laws of the jurisdiction under which they are registered regarding internal affairs and organization.

Question 17

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.

Accepted Answer

A) True 
 B)False

Question 18

Extinguishing a limited partnership involves:

Accepted Answer

A) dissolution. 
B) winding up or liquidation. 
C) termination. 
D) All of the above. 
E) Only (a) and (b). 
A) dissolution. 
B) winding up or liquidation. 
C) termination. 
D) All of the above. 
E) Only (a) and (b).

Question 19

Not all of the states have enacted statutes enabling the formation of limited liability partnerships (LLPs).

Accepted Answer

A) True 
 B)False

Question 20

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

Exam 33: Limited Partnerships and Limited Liability Companies

Only the general partners have access to the books and records of the partnership.

The general partners of a limited partnership have almost exclusive control and management of the limited partnership.

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

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.

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

If Jack contributed $1000 as a limited partner and 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 true with respect to the distribution of assets following dissolution of a limited partnership?

Limited partners have limited personal liability for partnership obligations.

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

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

What is the effect on liability of a limited partner who participates in the management of the partnership? What activities may a limited partner perform without affecting liability?

The RULPA recognizes the right of a limited partner 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.

Unlike general partnerships, limited partnerships are statutory creations.

A limited partner's financial obligation to the partnership may be increased if the:

All statutes require LLPs to:

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.

Extinguishing a limited partnership involves:

Not all of the states have enacted statutes enabling the formation of limited liability partnerships (LLPs).

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.

Introduction to Law

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Relationship of Principal and Agent

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