Exam 33: Limited Partnerships and Limited Liability Companies

RULPA does not distinguish between the duty of care owed by a general partner to a general partnership and that owed by a general partner to a limited partnership.

An LLC's limitation on liability will not affect the liability of a member who:

Unanimous written consent of all partners is required to add new limited partners to a limited partnership, unless the partnership agreement provides otherwise.

Typically, members of a limited liability company have the right to vote on proposals to:

A limited partner owes a duty of care to the partnership similar to that of a general partner.

The RULPA and the 1985 RULPA are supplemented by the Uniform Partnership Act, which applies to limited partnerships in any case for which the Limited Partnership Act does not provide.

The causes of dissolution and the priorities in the distribution of assets for a limited partnership are the same as those of a general partnership.

Which of the following is correct regarding the fiduciary duties in a limited partnership?

The definition of a limited liability company includes that:

A limited partnership must continuously maintain within the state in which they do business, an office at which basic organizational and financial records are kept.