Question 1

Master limited partnerships are traded publicly.

Accepted Answer

A) True 
 B)False  True

Question 2

Which of the following happens when a general partner withdraws from a limited partnership?

Accepted Answer

A)  The partnership must be sold. 
B)  The partnership is transferred. 
C)  The partnership is dissolved. 
D)  The partnership operates normally. 
A)  The partnership must be sold. 
B)  The partnership is transferred. 
C)  The partnership is dissolved. 
D)  The partnership operates normally. C

Question 3

A limited partnership cannot have general partners.

Accepted Answer

A) True 
 B)False  False

Question 4

New partners cannot be added to a limited partnership once it is formed.

Accepted Answer

A) True 
 B)False

Question 5

________ is said to have occurred if a certificate of limited partnership was not properly filed.

Accepted Answer

A)  Defective formation 
B)  Illegitimate partnership 
C)  Void partnership 
D)  Voidable association 
A)  Defective formation 
B)  Illegitimate partnership 
C)  Void partnership 
D)  Voidable association

Question 6

A limited partnership that was organized in Alabama and operating in Texas with no operations outside the United States is considered a ________ in Texas.

Accepted Answer

A)  foreign limited partnership 
B)  limited liability corporation 
C)  domestic limited partnership 
D)  general partnership 
A)  foreign limited partnership 
B)  limited liability corporation 
C)  domestic limited partnership 
D)  general partnership

Question 7

Partners in a limited partnership who invest capital and manage the business are called general partners.

Accepted Answer

A) True 
 B)False

Question 8

Explain, with an example, the sharing of profits and losses in a limited partnership.

Accepted Answer

A limited partnership agreement may spec

Question 9

Which of the following is a cause for the dissolution of a partnership?

Accepted Answer

A)  written consent of the general partners 
B)  withdrawal of a general partner 
C)  withdrawal of all limited partners 
D)  acquisition of business by another partnership 
A)  written consent of the general partners 
B)  withdrawal of a general partner 
C)  withdrawal of all limited partners 
D)  acquisition of business by another partnership

Question 10

A ________ is a document that is filed with the secretary of state upon the dissolution of a limited partnership.

Accepted Answer

A)  certificate of cancellation 
B)  termination affidavit 
C)  statement of dissolution 
D)  certificate of agreement 
A)  certificate of cancellation 
B)  termination affidavit 
C)  statement of dissolution 
D)  certificate of agreement

Question 11

A certificate of cancellation is a document that is filed with the secretary of state upon the dissolution of a limited partnership.

Accepted Answer

A) True 
 B)False

Question 12

A limited partnership is formed when the ________ is filed.

Accepted Answer

A)  certificate of cancellation 
B)  articles of limited partnership 
C)  limited trade affidavit 
D)  certificate of limited partnership 
A)  certificate of cancellation 
B)  articles of limited partnership 
C)  limited trade affidavit 
D)  certificate of limited partnership

Question 13

Upon dissolution, a limited partnership's affairs must be wound up by partners who have acted wrongfully in actions that resulted in the dissolution.

Accepted Answer

A) True 
 B)False

Question 14

In the context of limited partnership, general partners are not personally liable for partnership debts beyond their capital contributions.

Accepted Answer

A) True 
 B)False

Question 15

It is not necessary for a limited partnership to have general partners if the limited partners share management responsibility among themselves.

Accepted Answer

A) True 
 B)False

Question 16

Which of the following partners of a limited partnership invest capital but do not participate in management?

Accepted Answer

A)  specific partners 
B)  limited partners 
C)  general partners 
D)  sole proprietors 
A)  specific partners 
B)  limited partners 
C)  general partners 
D)  sole proprietors

Question 17

Limited partners do not participate in the management of the partnership.

Accepted Answer

A) True 
 B)False

Question 18

Explain the types of partners in a limited partnership. What are their liabilities? Who is permitted to join as a partner to such a partnership?

Accepted Answer

A limited partnership has two types of p

Question 19

Which of the following is true of general and limited partners in a limited partnership?

Accepted Answer

A)  Limited partners are exempt from annual capital investment and need only participate in management functions. 
B)  General partners are not personally liable for partnership debts. 
C)  General partners are required to invest capital and refrain from managerial activities. 
D)  Limited partners are not personally liable for partnership debts beyond their capital contributions. 
A)  Limited partners are exempt from annual capital investment and need only participate in management functions. 
B)  General partners are not personally liable for partnership debts. 
C)  General partners are required to invest capital and refrain from managerial activities. 
D)  Limited partners are not personally liable for partnership debts beyond their capital contributions.

Question 20

The ULPA supersedes the RULPA in the states that have adopted it.

Accepted Answer

A) True 
 B)False

Exam 35: Limited Partnerships and Special Partnerships

Master limited partnerships are traded publicly.

Which of the following happens when a general partner withdraws from a limited partnership?

A limited partnership cannot have general partners.

New partners cannot be added to a limited partnership once it is formed.

________ is said to have occurred if a certificate of limited partnership was not properly filed.

A limited partnership that was organized in Alabama and operating in Texas with no operations outside the United States is considered a ________ in Texas.

Partners in a limited partnership who invest capital and manage the business are called general partners.

Explain, with an example, the sharing of profits and losses in a limited partnership.

Which of the following is a cause for the dissolution of a partnership?

A ________ is a document that is filed with the secretary of state upon the dissolution of a limited partnership.

A certificate of cancellation is a document that is filed with the secretary of state upon the dissolution of a limited partnership.

A limited partnership is formed when the ________ is filed.

Upon dissolution, a limited partnership's affairs must be wound up by partners who have acted wrongfully in actions that resulted in the dissolution.

In the context of limited partnership, general partners are not personally liable for partnership debts beyond their capital contributions.

It is not necessary for a limited partnership to have general partners if the limited partners share management responsibility among themselves.

Which of the following partners of a limited partnership invest capital but do not participate in management?

Limited partners do not participate in the management of the partnership.

Explain the types of partners in a limited partnership. What are their liabilities? Who is permitted to join as a partner to such a partnership?

Which of the following is true of general and limited partners in a limited partnership?

The ULPA supersedes the RULPA in the states that have adopted it.

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