Question 1

Lonny is a partner in the Harris Limited Partnership.Unless the partnership agreement provides otherwise,Lonny may:

Accepted Answer

A) assign his partnership interest and, if he does, he ceases to be a partner. 
B) assign his partnership interest, but if he does, the assignment dissolves the partnership. 
C) assign his partnership interest and, if he does, the assignee may exercise the rights of a partner. 
D) not assign his partnership interest. 
A) assign his partnership interest and, if he does, he ceases to be a partner. 
B) assign his partnership interest, but if he does, the assignment dissolves the partnership. 
C) assign his partnership interest and, if he does, the assignee may exercise the rights of a partner. 
D) not assign his partnership interest.

Question 2

Match each statement with the correct term below.
-limited liability 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 3

A limited partner has a right to bring an action on the behalf of a limited partnership to recover a judgment in its favor if the general partners having authority to do so have refused to bring the action.

Accepted Answer

A) True 
 B)False

Question 4

The 1976 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.

Accepted Answer

A) True 
 B)False

Question 5

Foreign limited partnerships do not have to operate in another country to be identified as "foreign."

Accepted Answer

A) True 
 B)False

Question 6

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

Accepted Answer

A) adopt or amend the operating agreement. 
B) admit any person as a member. 
C) sell all or substantially all of the limited liability company's assets prior to dissolution. 
D) merge the limited liability company with another limited liability company. 
E) All of the above. 
A) adopt or amend the operating agreement. 
B) admit any person as a member. 
C) sell all or substantially all of the limited liability company's assets prior to dissolution. 
D) merge the limited liability company with another limited liability company. 
E) All of the above.

Question 7

What is the effect on liability of a limited partner who participates in the management of the partnership? What activities may a limited partner perform without affecting liability?

Accepted Answer

A limited partner who participates in th

Question 8

In Alzado v.Blinder,Robinson & Company,Inc.,Blinder,Robinson & Co.was found liable to partnership creditors as a general partner because it assumed control of the business and thus lost its limited partnership status.

Accepted Answer

A) True 
 B)False

Question 9

Limited partners have limited liability for partnership obligations.

Accepted Answer

A) True 
 B)False

Question 10

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 11

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

Accepted Answer

Limited partners are liable only to the

Question 12

Joe Stewart is a limited partner in a limited partnership.Joe does not have the right to dissolve the partnership except by decree of a court.

Accepted Answer

A) True 
 B)False

Question 13

Unless otherwise agreed,under RULPA,a limited partner is entitled to repayment of his capital contribution under which of the following conditions?

Accepted Answer

A) Before general partners are repaid their capital contribution. 
B) The partnership's postdistribution assets would be sufficient to pay all of its liabilities to nonpartners. 
C) Only after general partners have been repaid their capital contribution. 
D) None of the above. 
A) Before general partners are repaid their capital contribution. 
B) The partnership's postdistribution assets would be sufficient to pay all of its liabilities to nonpartners. 
C) Only after general partners have been repaid their capital contribution. 
D) None of the above.

Question 14

Match each statement with the correct term below.
-duty of care

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

All of the states have enacted statutes enabling the formation of limited liability partnerships (LLPs).

Accepted Answer

A) True 
 B)False

Question 16

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

Accepted Answer

A) The general partner has a fiduciary relationship to the limited partners, but not to any other general partners. 
B) Judicial authority seems to suggest that the limited partner has no fiduciary duty to the partnership. 
C) The fiduciary duty of the general partner has little effect upon the interests of the limited partners, because they have no ability to manage or control the partnership. 
D) All of the above are correct. 
A) The general partner has a fiduciary relationship to the limited partners, but not to any other general partners. 
B) Judicial authority seems to suggest that the limited partner has no fiduciary duty to the partnership. 
C) The fiduciary duty of the general partner has little effect upon the interests of the limited partners, because they have no ability to manage or control the partnership. 
D) All of the above are correct.

Question 17

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 18

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 19

Most LLC statutes expressly provide for mergers,which would allow Northern LLC and Southern LLC to combine all of their assets into Northern LLC,with Northern being the surviving LLC and Southern being the merged LLC.

Accepted Answer

A) True 
 B)False

Question 20

Describe an LLC and the rights of its members.

Accepted Answer

An LLC (limited liability company)is a n

Exam 32: Limited Partnerships and Limited Liability Companies

Lonny is a partner in the Harris Limited Partnership.Unless the partnership agreement provides otherwise,Lonny may:

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

A limited partner has a right to bring an action on the behalf of a limited partnership to recover a judgment in its favor if the general partners having authority to do so have refused to bring the action.

The 1976 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.

Foreign limited partnerships do not have to operate in another country to be identified as "foreign."

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

What is the effect on liability of a limited partner who participates in the management of the partnership? What activities may a limited partner perform without affecting liability?

In Alzado v.Blinder,Robinson & Company,Inc.,Blinder,Robinson & Co.was found liable to partnership creditors as a general partner because it assumed control of the business and thus lost its limited partnership status.

Limited partners have limited liability for partnership obligations.

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

Joe Stewart is a limited partner in a limited partnership.Joe does not have the right to dissolve the partnership except by decree of a court.

Unless otherwise agreed,under RULPA,a limited partner is entitled to repayment of his capital contribution under which of the following conditions?

Match each statement with the correct term below. -duty of care

All of the states have enacted statutes enabling the formation of limited liability partnerships (LLPs).

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

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

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.

Most LLC statutes expressly provide for mergers,which would allow Northern LLC and Southern LLC to combine all of their assets into Northern LLC,with Northern being the surviving LLC and Southern being the merged LLC.

Describe an LLC and the rights of its members.

Introduction to Law

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Relationship of Principal and Agent

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