Question 1

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

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 2

Match each statement with the correct term below.
-limited 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

Which of the following need NOT be included in the certificate filed by a limited partnership?

Accepted Answer

A) The name of the limited partnership. 
B) The name and address of the agent for service of process. 
C) The names and addresses of each of the limited partners. 
D) The name and business address of each general partner. 
A) The name of the limited partnership. 
B) The name and address of the agent for service of process. 
C) The names and addresses of each of the limited partners. 
D) The name and business address of each general partner.

Question 4

Which of the following is untrue of a limited partnership?

Accepted Answer

A) Limited partnerships must be formed under a state statute. 
B) Limited partners' surnames ordinarily cannot be used in the partnership business name. 
C) Partners in limited partnerships must contribute services to the partnership. 
D) Limited partners in a limited partnership are generally not responsible for the debts of the partnership beyond their investment. 
A) Limited partnerships must be formed under a state statute. 
B) Limited partners' surnames ordinarily cannot be used in the partnership business name. 
C) Partners in limited partnerships must contribute services to the partnership. 
D) Limited partners in a limited partnership are generally not responsible for the debts of the partnership beyond their investment.

Question 5

If Jack contributed $1000 as a limited partner,signed a certificate,but the certificate was filed in the wrong office,Jack:

Accepted Answer

A) will not be liable as a general partner if he quickly withdraws from the business and renounces future profits. 
B) is not a partner at all and may withdraw his contribution. 
C) cannot avoid liability as a general partner under any circumstances. 
D) may become a limited partner by giving constructive notice of the defective filing to all potential business contacts by an advertisement in a publication of general circulation. 
A) will not be liable as a general partner if he quickly withdraws from the business and renounces future profits. 
B) is not a partner at all and may withdraw his contribution. 
C) cannot avoid liability as a general partner under any circumstances. 
D) may become a limited partner by giving constructive notice of the defective filing to all potential business contacts by an advertisement in a publication of general circulation.

Question 6

A limited partnership agreement may not provide that limited partners have the right to vote on matters as a class separate from the general partners.

Accepted Answer

A) True 
 B)False

Exam 32: Limited Partnerships and Limited Liability Companies

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

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

Which of the following need NOT be included in the certificate filed by a limited partnership?

Which of the following is untrue of a limited partnership?

If Jack contributed $1000 as a limited partner,signed a certificate,but the certificate was filed in the wrong office,Jack:

A limited partnership agreement may not provide that limited partners have the right to vote on matters as a class separate from the general partners.

Introduction to Law

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Civil Dispute Resolution

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Intentional Torts

Negligence and Strict Liability

Introduction to Contracts

Mutual Assent

Conduct Invalidating Assent

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Liability of Parties

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Relationship of Principal and Agent

Relationship With Third Parties

Formation and Internal Relations of General Partnerships

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