Question 1

Discuss the duties of general partners to limited partners.

Accepted Answer

General partners have a fiduciary duty t

Question 2

A general partner may also be a limited partner and thereby also share in profits and distributions as a limited partner.

Accepted Answer

A) True 
 B)False

Question 3

Ordinarily,members of manager-managed LLCs have duties to the LLC and its members by reason of being members.

Accepted Answer

A) True 
 B)False

Question 4

All statutes require LLPs:

Accepted Answer

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

Question 5

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 for their partnership interests has no relation to the proportion in which they share in distributions. 
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 for their partnership interests has no relation to the proportion in which they share in distributions. 
D) Capital contributions are paid before unpaid distributions.

Question 6

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

Accepted Answer

A) True 
 B)False

Question 7

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

Accepted Answer

A) committed the wrongful act giving rise to the liability. 
B) guaranteed the obligation. 
C) Both of the above. 
D) None of the above. 
A) committed the wrongful act giving rise to the liability. 
B) guaranteed the obligation. 
C) Both of the above. 
D) None of the above.

Question 8

Match each statement with the correct term below.
-legal aggregate

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 9

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

Accepted Answer

A) True 
 B)False

Question 10

A creditor of a limited partner may obtain a charging order against a partner's interest in the partnership,thereby obtaining the rights of an assignee of the partnership interest.

Accepted Answer

A) True 
 B)False

Question 11

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.

Accepted Answer

A) True 
 B)False

Question 12

The definition of a limited liability company includes that:

Accepted Answer

A) it is a noncorporate business. 
B) it limits liability for all its owners. 
C) all members may participate in management of the business. 
D) All of the above. 
E) None of the above. 
A) it is a noncorporate business. 
B) it limits liability for all its owners. 
C) all members may participate in management of the business. 
D) All of the above. 
E) None of the above.

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

Members of member-managed LLCs and manager-managed LLCs are the same in which of the following aspects?

Accepted Answer

A) Control. 
B) Fiduciary duty. 
C) Liability. 
D) Whether the member is an agent of the LLC. 
A) Control. 
B) Fiduciary duty. 
C) Liability. 
D) Whether the member is an agent of the LLC.

Question 15

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 16

The RULPA specifies the events that will trigger a dissolution,after which the partnership 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 17

Match each statement with the correct term below.
-delectus personae

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 18

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 19

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

Accepted Answer

A) True 
 B)False

Question 20

Match each statement with the correct term below.
-fiduciary duty

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.

Exam 32: Limited Partnerships and Limited Liability Companies

Discuss the duties of general partners to limited partners.

A general partner may also be a limited partner and thereby also share in profits and distributions as a limited partner.

Ordinarily,members of manager-managed LLCs have duties to the LLC and its members by reason of being members.

All statutes require LLPs:

Which of the following is true with respect to the distribution of assets following dissolution of a limited partnership?

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

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

Match each statement with the correct term below. -legal aggregate

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

A creditor of a limited partner may obtain a charging order against a partner's interest in the partnership,thereby obtaining the rights of an assignee of the partnership interest.

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.

The definition of a limited liability company includes that:

The court in Wyler v.Feuer stated that:

Members of member-managed LLCs and manager-managed LLCs are the same in which of the following aspects?

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.

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

Match each statement with the correct term below. -delectus personae

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

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

Match each statement with the correct term below. -fiduciary duty

Introduction to Law

Business Ethics

Civil Dispute Resolution

Constitutional Law

Administrative Law

Criminal Law

Intentional Torts

Negligence and Strict Liability

Introduction to Contracts

Mutual Assent

Conduct Invalidating Assent

Consideration

Illegal Bargains

Contractual Capacity

Contracts in Writing

Third Parties to Contracts

Performance, Breach, and Discharge

Contract Remedies

Introduction to Sales and Leases

Performance

Transfer of Title and Risk of Loss

Product Liability: Warranties and Strict Liability

Sales Remedies

Form and Content

Transfer and Holder in Due Course

Liability of Parties

Bank Deposits, Collections, and Funds Transfers

Relationship of Principal and Agent

Relationship With Third Parties

Formation and Internal Relations of General Partnerships

Operation and Dissolution of General Partnerships

Nature and Formation of Corporations

Financial Structure of Corporations

Management Structure of Corporations

Fundamental Changes of Corporations

Secured Transactions and Suretyship

Bankruptcy

Securities Regulation

Intellectual Property

Employment Law

Antitrust

Accountants Legal Liability

Consumer Protection

Environmental Law

International Business Law

Introduction to Property, property Insurance, Bailments, and Documents of Title

Interests in Real Property

Transfer and Control of Real Property

Trusts and Wills

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