Question 1

A limited liability partnership protects partners from liability for the wrongful acts of those whom they directly supervise and control.

Accepted Answer

A) True 
 B)False  False

Question 2

A limited liability company's operating agreement:

Accepted Answer

A)  is equivalent to the bylaws of a corporation. 
B)  must be in writing. 
C)  does not cover member compensation.. 
D)  all of the above. 
A)  is equivalent to the bylaws of a corporation. 
B)  must be in writing. 
C)  does not cover member compensation.. 
D)  all of the above. A

Question 3

The dissolution and winding up of a limited partnership is governed by the same principles applicable to a __________.

Accepted Answer

A)  "Subchapter S" corporation. 
B)  limited liability company. 
C)  general partnership. 
D)  none of the above. 
A)  "Subchapter S" corporation. 
B)  limited liability company. 
C)  general partnership. 
D)  none of the above. C

Question 4

A limited partner may never sue the business.

Accepted Answer

A) True 
 B)False

Question 5

Managers of an LLC have the same fiduciary duties to the entity as corporate officers have to a corporation.

Accepted Answer

A) True 
 B)False

Question 6

If a limited partnership certificate is never filed,all partners are treated as limited partners.

Accepted Answer

A) True 
 B)False

Question 7

A limited liability company may be classified as a partnership for tax purposes if:

Accepted Answer

A)  such an election is made by "checking the box" for partnership tax treatment on the appropriate Internal Revenue Service form. 
B)  such an election is made in the operating agreement. 
C)  such an election is made in the articles of incorporation. 
D)  a majority of its members petition the Internal Revenue Service for partnership tax treatment. 
A)  such an election is made by "checking the box" for partnership tax treatment on the appropriate Internal Revenue Service form. 
B)  such an election is made in the operating agreement. 
C)  such an election is made in the articles of incorporation. 
D)  a majority of its members petition the Internal Revenue Service for partnership tax treatment.

Question 8

Under the Revised Uniform Limited Partnership Act,a limited partner probably will not lose the protection of limited liability when the limited partner:

Accepted Answer

A)  becomes a contractor for,or an agent or employee of,the limited partnership or of a general partner. 
B)  consults with and advises a general partner regarding the partnership business. 
C)  votes on partnership matters,such as dissolving and winding up the limited partnership or removing a general partner. 
D)  all of the above. 
A)  becomes a contractor for,or an agent or employee of,the limited partnership or of a general partner. 
B)  consults with and advises a general partner regarding the partnership business. 
C)  votes on partnership matters,such as dissolving and winding up the limited partnership or removing a general partner. 
D)  all of the above.

Question 9

The names of limited partners and investors must be included on the certificate of limited partnership.

Accepted Answer

A) True 
 B)False

Question 10

While most states have adopted limited liability company statutes,few states have created statutes allowing the formation of limited liability partnerships.

Accepted Answer

A) True 
 B)False

Question 11

Limited liability is not a feature of general partnership law.

Accepted Answer

A) True 
 B)False

Question 12

Which of the following statements regarding limited partnerships is true?

Accepted Answer

A)  The words limited partnership or simply LP must appear in the firm's name. 
B)  General partners cannot avoid personal liability by incorporating. 
C)  Limited partners can lose their liability limitation if they participate in the control of the business. 
D)  All of the statements are true. 
A)  The words limited partnership or simply LP must appear in the firm's name. 
B)  General partners cannot avoid personal liability by incorporating. 
C)  Limited partners can lose their liability limitation if they participate in the control of the business. 
D)  All of the statements are true.

Question 13

The operating agreement of an LLC must be in writing to be valid.

Accepted Answer

A) True 
 B)False

Question 14

Each limited partner in a limited partnership is entitled to which of the following?

Accepted Answer

A)  A share of the profits. 
B)  The right to sue the general partner to protect the limited partners' interest. 
C)  Both a.and b. 
D)  Neither a.nor b. 
A)  A share of the profits. 
B)  The right to sue the general partner to protect the limited partners' interest. 
C)  Both a.and b. 
D)  Neither a.nor b.

Question 15

Under the Revised Uniform Limited Partnership Act,limited partners may engage in certain "safe harbor" activities without losing their protection from liability.These activities include being a contractor for,or an agent or employee of,the limited partnership or of a general partner.

Accepted Answer

A) True 
 B)False

Question 16

The dissolution of a limited partnership is governed by unique rules quite different from those applicable to the dissolution of a general partnership.

Accepted Answer

A) True 
 B)False

Question 17

Under the Revised Uniform Limited Partnership Act,a limited partner may contribute:

Accepted Answer

A)  cash only. 
B)  property only. 
C)  services only. 
D)  cash,property,and services. 
A)  cash only. 
B)  property only. 
C)  services only. 
D)  cash,property,and services.

Question 18

A limited partner may receive a share of the profits.

Accepted Answer

A) True 
 B)False

Question 19

Even limited partners are completely liable for debts of the business.

Accepted Answer

A) True 
 B)False

Question 20

It is possible for a limited partner to be subject to the debts of the firm if the limited partner participates in the control of the business.

Accepted Answer

A) True 
 B)False

Exam 43: LPs, LLCs, and LLPs

A limited liability partnership protects partners from liability for the wrongful acts of those whom they directly supervise and control.

A limited liability company's operating agreement:

The dissolution and winding up of a limited partnership is governed by the same principles applicable to a __________.

A limited partner may never sue the business.

Managers of an LLC have the same fiduciary duties to the entity as corporate officers have to a corporation.

If a limited partnership certificate is never filed,all partners are treated as limited partners.

A limited liability company may be classified as a partnership for tax purposes if:

Under the Revised Uniform Limited Partnership Act,a limited partner probably will not lose the protection of limited liability when the limited partner:

The names of limited partners and investors must be included on the certificate of limited partnership.

While most states have adopted limited liability company statutes,few states have created statutes allowing the formation of limited liability partnerships.

Limited liability is not a feature of general partnership law.

Which of the following statements regarding limited partnerships is true?

The operating agreement of an LLC must be in writing to be valid.

Each limited partner in a limited partnership is entitled to which of the following?

Under the Revised Uniform Limited Partnership Act,limited partners may engage in certain "safe harbor" activities without losing their protection from liability.These activities include being a contractor for,or an agent or employee of,the limited partnership or of a general partner.

The dissolution of a limited partnership is governed by unique rules quite different from those applicable to the dissolution of a general partnership.

Under the Revised Uniform Limited Partnership Act,a limited partner may contribute:

A limited partner may receive a share of the profits.

Even limited partners are completely liable for debts of the business.

It is possible for a limited partner to be subject to the debts of the firm if the limited partner participates in the control of the business.

The Nature and Sources of Law

The Court System and Dispute Resolution

Business Ethics, Social Forces, and the Law

The Constitution As the Foundation of the Legal Environment

Government Regulation of Competition and Prices

Administrative Agencies

The Legal Environment of International Trade

Crimes

Torts

Intellectual Property Rights

Cyberlaw

Nature and Classes of Contracts: Contracting on the Internet

Formation of Contracts: Offer and Acceptance

Capacity and Genuine Assent

Consideration

Legality and Public Policy

Writing, Electronic Forms, and Interpretation of Contracts

Third Persons and Contracts

Discharge of Contracts

Breach of Contract and Remedies

Personal Property and Bailments

Legal Aspects of Supply Chain Management

Nature and Form of Sales

Title and Risk of Loss

Product Liability: Warranties and Torts

Obligations and Performance

Remedies for Breach of Sales Contracts

Kinds of Instruments, parties, and Negotiability

Transfers of Negotiable Instruments and Warranties of Parties

Liability of the Parties Under Negotiable Instruments

Checks and Funds Transfers

Nature of the Debtor-Creditor Relationship

Consumer Protection

Secured Transactions in Personal Property

Bankruptcy

Insurance

Agency

Third Persons in Agency

Regulation of Employment

Equal Employment Opportunity Law

Types of Business Organizations

Partnerships

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Shareholder Rights in Corporations

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Accountants Liability and Malpractice

Management of Corporations

Real Property

Environmental Law and Land Use Controls

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