Question 1

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 2

The RULPA specifies the events that will trigger a dissolution, after which the limited partnership's affairs must be liquidated.These events include which of the following?

Accepted Answer

A) The expiration of the time period specified in the certificate. 
B) The unanimous written consent of all the partners. 
C) A limited partner's withdrawal from the partnership. 
D) Both (a) and (b) are correct. 
A) The expiration of the time period specified in the certificate. 
B) The unanimous written consent of all the partners. 
C) A limited partner's withdrawal from the partnership. 
D) Both (a) and (b) are correct.

Question 3

A __________ is a partnership in which the liability of the general partners has been limited to the same extent as in a limited liability partnership.

Accepted Answer

A) limited partnership 
B) limited liability company 
C) limited liability limited partnership 
D) None of the above are correct. 
A) limited partnership 
B) limited liability company 
C) limited liability limited partnership 
D) None of the above are correct.

Question 4

Some statutes permit the operating agreement of a limited liability company to deny members the right to withdraw from the company.

Accepted Answer

A) True 
 B)False

Question 5

The Elm Street Partnership is a limited partnership in which Arlo is the sole general partner and Barbara and Charles are the limited partners.Now the partnership is being dissolved, and Barbara wants her money.The partnership creditors include Charles, for a $1,000 loan, in addition to his capital contribution.In what order should the partnership assets be distributed?

Accepted Answer

The priorities for distribution of asset

Question 6

It remains unclear under the law whether a limited partner has a fiduciary duty to his general partners or to the limited partnership.

Accepted Answer

A) True 
 B)False

Question 7

Written consent of all partners is required for the addition of a general partner only if the partnership agreement fails to deal with this issue.

Accepted Answer

A) True 
 B)False

Question 8

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 9

A general partner of a limited partnership has a __________ relationship to the general and limited partners.

Accepted Answer

A) limited 
B) fiduciary 
C) foreign 
D) None of the above. 
A) limited 
B) fiduciary 
C) foreign 
D) None of the above.

Question 10

Describe an LLC and the rights of its members.

Accepted Answer

An LLC (limited liability company) is a

Question 11

Discuss the duties of general partners to limited partners and the standard used in the Wyler case.

Accepted Answer

General partners have a fiduciary duty t

Question 12

Which of the following is correct regarding a limited partnership?

Accepted Answer

A) The general partner must make a capital contribution. 
B) It can be created in such a way that the general partner has limited liability. 
C) It can only be created pursuant to statutory provisions. 
D) Limited partners are unable to vote on the incurrence of debt other than in the ordinary course of business under the safe harbor provisions of the RULPA. 
A) The general partner must make a capital contribution. 
B) It can be created in such a way that the general partner has limited liability. 
C) It can only be created pursuant to statutory provisions. 
D) Limited partners are unable to vote on the incurrence of debt other than in the ordinary course of business under the safe harbor provisions of the RULPA.

Question 13

The court in Wyler v.Feuer stated that:

Accepted Answer

A) the general partner owes the limited partners a duty of reasonable care in the management of the business. 
B) the general partner may be held liable to the limited partner for any mistakes made or losses incurred in management of the business. 
C) a limited partner has a limited right to manage and control the partnership business. 
D) Two of the above, both (a) and (b). 
A) the general partner owes the limited partners a duty of reasonable care in the management of the business. 
B) the general partner may be held liable to the limited partner for any mistakes made or losses incurred in management of the business. 
C) a limited partner has a limited right to manage and control the partnership business. 
D) Two of the above, both (a) and (b).

Question 14

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.

Accepted Answer

A) True 
 B)False

Question 15

Any partner, in a limited partnership, to whom any part of her contribution has been returned:

Accepted Answer

A) without violation of the partnership agreement or statute is not liable to the partnership to the extent necessary to pay creditors who extended credit during the time the partnership held the contribution. 
B) in violation of the partnership agreement or statute is liable to the partnership for no more than one year for the amount wrongfully returned. 
C) in violation of the partnership agreement or statute is liable to the partnership for six years for the amount wrongfully returned. 
D) in violation of the partnership agreement or statute has liability for an unlimited time period for the amount wrongfully received. 
A) without violation of the partnership agreement or statute is not liable to the partnership to the extent necessary to pay creditors who extended credit during the time the partnership held the contribution. 
B) in violation of the partnership agreement or statute is liable to the partnership for no more than one year for the amount wrongfully returned. 
C) in violation of the partnership agreement or statute is liable to the partnership for six years for the amount wrongfully returned. 
D) in violation of the partnership agreement or statute has liability for an unlimited time period for the amount wrongfully received.

Question 16

Which of the following is NOT true about a limited liability company?

Accepted Answer

A) It is a noncorporate business organization. 
B) In most states, an LLC must have at least two members. 
C) It may elect not to be a separate taxable entity. 
D) An ownership interest may be considered a security. 
A) It is a noncorporate business organization. 
B) In most states, an LLC must have at least two members. 
C) It may elect not to be a separate taxable entity. 
D) An ownership interest may be considered a security.

Question 17

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

Accepted Answer

Limited partners are liable only to the

Question 18

Which of the following is untrue of a limited partnership?

Accepted Answer

A) Limited partnerships must be formed under a state statute. 
B) Limited partners' surnames ordinarily cannot be used in the partnership business name. 
C) Partners in limited partnerships must contribute services to the partnership. 
D) Limited partners in a limited partnership are generally not responsible for the debts of the partnership beyond their investment. 
A) Limited partnerships must be formed under a state statute. 
B) Limited partners' surnames ordinarily cannot be used in the partnership business name. 
C) Partners in limited partnerships must contribute services to the partnership. 
D) Limited partners in a limited partnership are generally not responsible for the debts of the partnership beyond their investment.

Question 19

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

Question 20

A limited partner will not lose his limited status because of voting on an amendment to the partnership agreement allowing a new business venture.

Accepted Answer

A) True 
 B)False

Exam 33: Limited Partnerships and Limited Liability Companies

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

The RULPA specifies the events that will trigger a dissolution, after which the limited partnership's affairs must be liquidated.These events include which of the following?

A __________ is a partnership in which the liability of the general partners has been limited to the same extent as in a limited liability partnership.

Some statutes permit the operating agreement of a limited liability company to deny members the right to withdraw from the company.

It remains unclear under the law whether a limited partner has a fiduciary duty to his general partners or to the limited partnership.

Written consent of all partners is required for the addition of a general partner only if the partnership agreement fails to deal with this issue.

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 general partner of a limited partnership has a __________ relationship to the general and limited partners.

Describe an LLC and the rights of its members.

Discuss the duties of general partners to limited partners and the standard used in the Wyler case.

Which of the following is correct regarding a limited partnership?

The court in Wyler v.Feuer stated that:

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.

Any partner, in a limited partnership, to whom any part of her contribution has been returned:

Which of the following is NOT true about a limited liability company?

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

Which of the following is untrue of 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.

A limited partner will not lose his limited status because of voting on an amendment to the partnership agreement allowing a new business venture.

Introduction to Law

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