Exam 35: Limited Partnerships and Special Partnerships

Laura is an investor and a limited partner in a limited partnership. Two years after she becomes a limited partner, Laura thinks that the general partners are not doing a very good job managing the affairs of the limited partnership and participates in the management of the limited partnership. While she is participating in management, a bank loans $1 million to the limited partnership, believing that Laura is a general partner. If the limited partnership defaults on the $1 million loan, which of the following holds well?

Which of the following governs a limited partnership, its internal affairs, and the liability of its limited partners?

Sam Mueller and Geoffrey Robinson enter into a limited partnership in which Sam is the general partner and Geoffrey is the limited partner. They borrow $50,000 to start a business. Keeping all rules of naming their businesses in mind, they start a law firm named Robinson-Mueller Legal Associates. Martin Humphrey joins them after eleven months as a general partner but does not include his surname in the name of the business. If the business fails, which of the following is true?

Which of the following types of liability do limited partners of a limited partnership have for the debts and obligations of the limited partnerships?

If Gerard Koontz retires from being a general partner in a limited partnership, which of the following is true?

An LLLP is a foreign limited liability limited partnership in the state in which it is formed.

According to the RULPA, what liability does a corporation have if it is a general partner to a limited partnership?

In the absence of a partnership agreement, profits and losses from a limited partnership are shared on the basis of the value of each partner's capital contribution.

A limited partnership is a ________ in the state in which it is organized.

If a corporation is a general partner to a limited partnership, which of the following would result from the dissolution of the corporation?

Acting as a surety for the limited partnership makes a limited partner lose his or her limited liability.

Justin and Michael form a limited partnership and start a car dealership. Justin is the general partner and Michael is the limited partner. Seven months after the commencement of the business, Pedro makes an investment and wishes to become a general partner. A week later, Michael's mother wishes to join the partnership as a limited partner. Which of the following is true in this scenario?

Corporations are permitted to become general partners to a limited partnership.

In which of the following circumstances is a decree of judicial dissolution granted to a partner?

Which of the following activities is permissible for limited partners?

A ________ is someone who invests capital but does not participate in management.

A decree of judicial dissolution is granted to a partner whenever it is not reasonably practical to carry on the business in conformity with the limited partnership agreement.

A(n) ________ is a document that two or more persons must execute and sign that makes a limited partnership legal and binding.

Defective formation of a limited partnership occurs when a certificate of limited partnership is not properly filed.

An existing limited partnership cannot be converted to a limited liability limited partnership.