Question 1

Match each statement with the correct term below.
-charging order

Accepted Answer

A) An association of two or more persons to carry on as co-owners a business for profit. 
B) An organization has a legal existence separate from its members. 
C) Member of a limited partnership with liability for its debts only to the extent of her capital contributions and with no right of control of the business. 
D) Total money and property contributed by the partners for permanent use by the partnership. 
E) Duty of utmost loyalty, fairness, and good faith owed by partners to each other and to the partnership.
F)Duty owed by partners to manage the partnership affairs without gross negligence, reckless conduct, intentional misconduct, or knowing violation of the law.
G)Right one has to choose his partners.
H)Any partner's ceasing to be associated in the carrying on of the business.
I)Judicial lien that may be obtained against a partner's transferable interest in a partnership.
J)Completing unfinished business, collecting debts, and distributing assets; also called liquidation.
K)Sum of all partnership's assets, including all property acquired by a partnership.
L)A general partnership that, by making a statutorily required filing, limits liability of its partners.
M)A partnership formed by two or more persons under the laws of a state and having one or more general partners and one or more limited partners.
N)An unincorporated business organization that provides limited liability to all of its owners and permits all of its members to participate in management.
O)A group of individuals not having a legal existence separate from that of its members.
P)Under the UPA, the change in relation of partners caused by any partner's ceasing to be associated in the carrying on of the business; under the RUPA, situations requiring a partnership to wind up and terminate. 
A) An association of two or more persons to carry on as co-owners a business for profit. 
B) An organization has a legal existence separate from its members. 
C) Member of a limited partnership with liability for its debts only to the extent of her capital contributions and with no right of control of the business. 
D) Total money and property contributed by the partners for permanent use by the partnership. 
E) Duty of utmost loyalty, fairness, and good faith owed by partners to each other and to the partnership.
F)Duty owed by partners to manage the partnership affairs without gross negligence, reckless conduct, intentional misconduct, or knowing violation of the law.
G)Right one has to choose his partners.
H)Any partner's ceasing to be associated in the carrying on of the business.
I)Judicial lien that may be obtained against a partner's transferable interest in a partnership.
J)Completing unfinished business, collecting debts, and distributing assets; also called liquidation.
K)Sum of all partnership's assets, including all property acquired by a partnership.
L)A general partnership that, by making a statutorily required filing, limits liability of its partners.
M)A partnership formed by two or more persons under the laws of a state and having one or more general partners and one or more limited partners.
N)An unincorporated business organization that provides limited liability to all of its owners and permits all of its members to participate in management.
O)A group of individuals not having a legal existence separate from that of its members.
P)Under the UPA, the change in relation of partners caused by any partner's ceasing to be associated in the carrying on of the business; under the RUPA, situations requiring a partnership to wind up and terminate. I

Question 2

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:

Accepted Answer

A) limited liability partnership. 
B) limited liability company. 
C) limited liability limited partnership. 
D) limited partnership. 
A) limited liability partnership. 
B) limited liability company. 
C) limited liability limited partnership. 
D) limited partnership. A

Question 3

An operating agreement is adopted by members of a limited liability company.

Accepted Answer

A) True 
 B)False  True

Question 4

Members of an LLC share profits and losses equally.

Accepted Answer

A) True 
 B)False

Question 5

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.

Accepted Answer

A) True 
 B)False

Question 6

If the written partnership agreement makes no provision for sharing profits and losses in a limited partnership,they are shared equally.

Accepted Answer

A) True 
 B)False

Question 7

Match each statement with the correct term below.
-limited liability company

Accepted Answer

A) An association of two or more persons to carry on as co-owners a business for profit. 
B) An organization has a legal existence separate from its members. 
C) Member of a limited partnership with liability for its debts only to the extent of her capital contributions and with no right of control of the business. 
D) Total money and property contributed by the partners for permanent use by the partnership. 
E) Duty of utmost loyalty, fairness, and good faith owed by partners to each other and to the partnership.
F)Duty owed by partners to manage the partnership affairs without gross negligence, reckless conduct, intentional misconduct, or knowing violation of the law.
G)Right one has to choose his partners.
H)Any partner's ceasing to be associated in the carrying on of the business.
I)Judicial lien that may be obtained against a partner's transferable interest in a partnership.
J)Completing unfinished business, collecting debts, and distributing assets; also called liquidation.
K)Sum of all partnership's assets, including all property acquired by a partnership.
L)A general partnership that, by making a statutorily required filing, limits liability of its partners.
M)A partnership formed by two or more persons under the laws of a state and having one or more general partners and one or more limited partners.
N)An unincorporated business organization that provides limited liability to all of its owners and permits all of its members to participate in management.
O)A group of individuals not having a legal existence separate from that of its members.
P)Under the UPA, the change in relation of partners caused by any partner's ceasing to be associated in the carrying on of the business; under the RUPA, situations requiring a partnership to wind up and terminate. 
A) An association of two or more persons to carry on as co-owners a business for profit. 
B) An organization has a legal existence separate from its members. 
C) Member of a limited partnership with liability for its debts only to the extent of her capital contributions and with no right of control of the business. 
D) Total money and property contributed by the partners for permanent use by the partnership. 
E) Duty of utmost loyalty, fairness, and good faith owed by partners to each other and to the partnership.
F)Duty owed by partners to manage the partnership affairs without gross negligence, reckless conduct, intentional misconduct, or knowing violation of the law.
G)Right one has to choose his partners.
H)Any partner's ceasing to be associated in the carrying on of the business.
I)Judicial lien that may be obtained against a partner's transferable interest in a partnership.
J)Completing unfinished business, collecting debts, and distributing assets; also called liquidation.
K)Sum of all partnership's assets, including all property acquired by a partnership.
L)A general partnership that, by making a statutorily required filing, limits liability of its partners.
M)A partnership formed by two or more persons under the laws of a state and having one or more general partners and one or more limited partners.
N)An unincorporated business organization that provides limited liability to all of its owners and permits all of its members to participate in management.
O)A group of individuals not having a legal existence separate from that of its members.
P)Under the UPA, the change in relation of partners caused by any partner's ceasing to be associated in the carrying on of the business; under the RUPA, situations requiring a partnership to wind up and terminate.

Question 8

LLC statutes all require the articles of organization:

Accepted Answer

A) to include whether the LLC will be managed by managers who may, but need not be, members. 
B) to be in writing and filed with the state. 
C) to include in the name of the business the designation "limited liability company" or "LLC." 
D) to include the name of the firm and the address of the principal place of business or registered office. 
E) All of the above. 
A) to include whether the LLC will be managed by managers who may, but need not be, members. 
B) to be in writing and filed with the state. 
C) to include in the name of the business the designation "limited liability company" or "LLC." 
D) to include the name of the firm and the address of the principal place of business or registered office. 
E) All of the above.

Question 9

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 10

If a limited partner votes on an amendment to the partnership agreement allowing a new business venture,he will not lose his limited status.

Accepted Answer

A) True 
 B)False

Question 11

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

Accepted Answer

A) True 
 B)False

Question 12

Most statutes and the amended ULLCA make an LLC member's dissociation a mandatory cause of dissolution.

Accepted Answer

A) True 
 B)False

Question 13

Match each statement with the correct term below.
-partnership

Accepted Answer

A) An association of two or more persons to carry on as co-owners a business for profit. 
B) An organization has a legal existence separate from its members. 
C) Member of a limited partnership with liability for its debts only to the extent of her capital contributions and with no right of control of the business. 
D) Total money and property contributed by the partners for permanent use by the partnership. 
E) Duty of utmost loyalty, fairness, and good faith owed by partners to each other and to the partnership.
F)Duty owed by partners to manage the partnership affairs without gross negligence, reckless conduct, intentional misconduct, or knowing violation of the law.
G)Right one has to choose his partners.
H)Any partner's ceasing to be associated in the carrying on of the business.
I)Judicial lien that may be obtained against a partner's transferable interest in a partnership.
J)Completing unfinished business, collecting debts, and distributing assets; also called liquidation.
K)Sum of all partnership's assets, including all property acquired by a partnership.
L)A general partnership that, by making a statutorily required filing, limits liability of its partners.
M)A partnership formed by two or more persons under the laws of a state and having one or more general partners and one or more limited partners.
N)An unincorporated business organization that provides limited liability to all of its owners and permits all of its members to participate in management.
O)A group of individuals not having a legal existence separate from that of its members.
P)Under the UPA, the change in relation of partners caused by any partner's ceasing to be associated in the carrying on of the business; under the RUPA, situations requiring a partnership to wind up and terminate. 
A) An association of two or more persons to carry on as co-owners a business for profit. 
B) An organization has a legal existence separate from its members. 
C) Member of a limited partnership with liability for its debts only to the extent of her capital contributions and with no right of control of the business. 
D) Total money and property contributed by the partners for permanent use by the partnership. 
E) Duty of utmost loyalty, fairness, and good faith owed by partners to each other and to the partnership.
F)Duty owed by partners to manage the partnership affairs without gross negligence, reckless conduct, intentional misconduct, or knowing violation of the law.
G)Right one has to choose his partners.
H)Any partner's ceasing to be associated in the carrying on of the business.
I)Judicial lien that may be obtained against a partner's transferable interest in a partnership.
J)Completing unfinished business, collecting debts, and distributing assets; also called liquidation.
K)Sum of all partnership's assets, including all property acquired by a partnership.
L)A general partnership that, by making a statutorily required filing, limits liability of its partners.
M)A partnership formed by two or more persons under the laws of a state and having one or more general partners and one or more limited partners.
N)An unincorporated business organization that provides limited liability to all of its owners and permits all of its members to participate in management.
O)A group of individuals not having a legal existence separate from that of its members.
P)Under the UPA, the change in relation of partners caused by any partner's ceasing to be associated in the carrying on of the business; under the RUPA, situations requiring a partnership to wind up and terminate.

Question 14

Match each statement with the correct term below.
-winding up

Accepted Answer

A) An association of two or more persons to carry on as co-owners a business for profit. 
B) An organization has a legal existence separate from its members. 
C) Member of a limited partnership with liability for its debts only to the extent of her capital contributions and with no right of control of the business. 
D) Total money and property contributed by the partners for permanent use by the partnership. 
E) Duty of utmost loyalty, fairness, and good faith owed by partners to each other and to the partnership.
F)Duty owed by partners to manage the partnership affairs without gross negligence, reckless conduct, intentional misconduct, or knowing violation of the law.
G)Right one has to choose his partners.
H)Any partner's ceasing to be associated in the carrying on of the business.
I)Judicial lien that may be obtained against a partner's transferable interest in a partnership.
J)Completing unfinished business, collecting debts, and distributing assets; also called liquidation.
K)Sum of all partnership's assets, including all property acquired by a partnership.
L)A general partnership that, by making a statutorily required filing, limits liability of its partners.
M)A partnership formed by two or more persons under the laws of a state and having one or more general partners and one or more limited partners.
N)An unincorporated business organization that provides limited liability to all of its owners and permits all of its members to participate in management.
O)A group of individuals not having a legal existence separate from that of its members.
P)Under the UPA, the change in relation of partners caused by any partner's ceasing to be associated in the carrying on of the business; under the RUPA, situations requiring a partnership to wind up and terminate. 
A) An association of two or more persons to carry on as co-owners a business for profit. 
B) An organization has a legal existence separate from its members. 
C) Member of a limited partnership with liability for its debts only to the extent of her capital contributions and with no right of control of the business. 
D) Total money and property contributed by the partners for permanent use by the partnership. 
E) Duty of utmost loyalty, fairness, and good faith owed by partners to each other and to the partnership.
F)Duty owed by partners to manage the partnership affairs without gross negligence, reckless conduct, intentional misconduct, or knowing violation of the law.
G)Right one has to choose his partners.
H)Any partner's ceasing to be associated in the carrying on of the business.
I)Judicial lien that may be obtained against a partner's transferable interest in a partnership.
J)Completing unfinished business, collecting debts, and distributing assets; also called liquidation.
K)Sum of all partnership's assets, including all property acquired by a partnership.
L)A general partnership that, by making a statutorily required filing, limits liability of its partners.
M)A partnership formed by two or more persons under the laws of a state and having one or more general partners and one or more limited partners.
N)An unincorporated business organization that provides limited liability to all of its owners and permits all of its members to participate in management.
O)A group of individuals not having a legal existence separate from that of its members.
P)Under the UPA, the change in relation of partners caused by any partner's ceasing to be associated in the carrying on of the business; under the RUPA, situations requiring a partnership to wind up and terminate.

Question 15

A person for purposes of membership in a partnership includes a natural person,a partnership,a limited partnership,a trust,an estate,an association,or a corporation.

Accepted Answer

A) True 
 B)False

Question 16

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 17

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

Accepted Answer

A) True 
 B)False

Question 18

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 19

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

Accepted Answer

A) True 
 B)False

Question 20

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.

Exam 32: Limited Partnerships and Limited Liability Companies

Match each statement with the correct term below. -charging order

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:

An operating agreement is adopted by members of a limited liability company.

Members of an LLC share profits and losses equally.

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.

If the written partnership agreement makes no provision for sharing profits and losses in a limited partnership,they are shared equally.

Match each statement with the correct term below. -limited liability company

LLC statutes all require the articles of organization:

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

If a limited partner votes on an amendment to the partnership agreement allowing a new business venture,he will not lose his limited status.

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

Most statutes and the amended ULLCA make an LLC member's dissociation a mandatory cause of dissolution.

Match each statement with the correct term below. -partnership

Match each statement with the correct term below. -winding up

A person for purposes of membership in a partnership includes a natural person,a partnership,a limited partnership,a trust,an estate,an association,or a corporation.

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.

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.

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

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

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Relationship of Principal and Agent

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