Question 1

Limited partners have unlimited personal liability for the debts and obligations of the limited partnership.

Accepted Answer

A) True 
 B)False

Question 2

A(n) ________ is a document that sets forth the rights and duties of general and limited partners.

Accepted Answer

A)  limited trade affidavit 
B)  limited partnership agreement 
C)  certificate of registration 
D)  certificate of limited partnership 
A)  limited trade affidavit 
B)  limited partnership agreement 
C)  certificate of registration 
D)  certificate of limited partnership

Question 3

A limited partner may engage in voting on the dissolution of the limited partnership without losing his or her limited liability.

Accepted Answer

A) True 
 B)False

Question 4

In which of the following forms of business partnerships are both general and limited partners not personally liable for debts?

Accepted Answer

A)  sole proprietorship 
B)  general partnership 
C)  master limited partnership 
D)  limited liability limited partnership 
A)  sole proprietorship 
B)  general partnership 
C)  master limited partnership 
D)  limited liability limited partnership

Question 5

A ________ is a limited partnership with liquid investment, and whose limited partnership interests are traded on organized securities exchanges such as the New York Stock Exchange.

Accepted Answer

A)  limited liability limited partnership 
B)  sole proprietorship 
C)  foreign limited partnership 
D)  master limited partnership 
A)  limited liability limited partnership 
B)  sole proprietorship 
C)  foreign limited partnership 
D)  master limited partnership

Question 6

Briefly explain the liabilities of general and limited partners in a limited partnership.

Accepted Answer

The general partners of a limited partne

Question 7

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

Accepted Answer

A) True 
 B)False

Question 8

The ULPA contains provisions for the formation, operation, and dissolution of limited partnerships.

Accepted Answer

A) True 
 B)False

Question 9

How are profits and losses shared in the absence of a limited partnership agreement?

Accepted Answer

A)  Profits and losses are shared equally among all partners. 
B)  Profits and losses are shared equally among general partners and unequally among limited partners. 
C)  Profits are shared equally among all partners, losses are shared based on the value of each partner's capital contribution. 
D)  Both profits and losses are shared on the basis of the value of each partner's capital contribution. 
A)  Profits and losses are shared equally among all partners. 
B)  Profits and losses are shared equally among general partners and unequally among limited partners. 
C)  Profits are shared equally among all partners, losses are shared based on the value of each partner's capital contribution. 
D)  Both profits and losses are shared on the basis of the value of each partner's capital contribution.

Question 10

Limited partners of a limited liability limited partnership (LLLP) are involved in the management functions of the partnership.

Accepted Answer

A) True 
 B)False

Question 11

A partner who winds up the affairs of a limited partnership has the same rights, powers, and duties as a partner winding up a general partnership.

Accepted Answer

A) True 
 B)False

Question 12

Under partnership law, ________ have the right to manage the affairs of the limited partnership.

Accepted Answer

A)  angel investors 
B)  sole proprietors 
C)  limited partners 
D)  general partners 
A)  angel investors 
B)  sole proprietors 
C)  limited partners 
D)  general partners

Question 13

Which of the following is mandatory for the addition of a new limited partner to an existing limited partnership?

Accepted Answer

A)  death or retirement of a limited partner 
B)  majority vote in a formal election constituting all partners 
C)  written consent of all partners 
D)  merger with another limited partnership 
A)  death or retirement of a limited partner 
B)  majority vote in a formal election constituting all partners 
C)  written consent of all partners 
D)  merger with another limited partnership

Question 14

Limited partners are liable for company obligations only up to the amount of their capital contribution.

Accepted Answer

A) True 
 B)False

Question 15

Which of the following information should a certificate of limited partnership contain?

Accepted Answer

A)  the latest date of dissolution of the partnership 
B)  the clause that does not accept new general partners 
C)  the name of the party who becomes a general partner in the event of transfer 
D)  the scope of potential business opportunities and related investment 
A)  the latest date of dissolution of the partnership 
B)  the clause that does not accept new general partners 
C)  the name of the party who becomes a general partner in the event of transfer 
D)  the scope of potential business opportunities and related investment

Question 16

Which of the following is true of the admission of a new general partner to an existing limited partnership?

Accepted Answer

A)  Only limited partners can be admitted to an existing partnership. 
B)  A limited partnership agreement cannot waive the right of partners to approve the admission of new general partners. 
C)  The oral consent of all partners is enough for admission of a general partner. 
D)  Consent of all general partners is sufficient for the admission of a new limited partner. 
A)  Only limited partners can be admitted to an existing partnership. 
B)  A limited partnership agreement cannot waive the right of partners to approve the admission of new general partners. 
C)  The oral consent of all partners is enough for admission of a general partner. 
D)  Consent of all general partners is sufficient for the admission of a new limited partner.

Question 17

The words limited partnership can be abbreviated to Ltd. in the title of a limited partnership.

Accepted Answer

A) True 
 B)False

Question 18

What are the constraints on the name of a limited partnership? How do they influence a limited partner?

Accepted Answer

The name of a limited partnership may no

Question 19

The retirement of a general partner does not dissolve a limited partnership.

Accepted Answer

A) True 
 B)False

Question 20

The name of a limited partnership can include any or all of the limited partners' surnames, in any circumstances.

Accepted Answer

A) True 
 B)False

Exam 35: Limited Partnerships and Special Partnerships

Limited partners have unlimited personal liability for the debts and obligations of the limited partnership.

A(n) ________ is a document that sets forth the rights and duties of general and limited partners.

A limited partner may engage in voting on the dissolution of the limited partnership without losing his or her limited liability.

In which of the following forms of business partnerships are both general and limited partners not personally liable for debts?

A ________ is a limited partnership with liquid investment, and whose limited partnership interests are traded on organized securities exchanges such as the New York Stock Exchange.

Briefly explain the liabilities of general and limited partners in a limited partnership.

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

The ULPA contains provisions for the formation, operation, and dissolution of limited partnerships.

How are profits and losses shared in the absence of a limited partnership agreement?

Limited partners of a limited liability limited partnership (LLLP) are involved in the management functions of the partnership.

A partner who winds up the affairs of a limited partnership has the same rights, powers, and duties as a partner winding up a general partnership.

Under partnership law, ________ have the right to manage the affairs of the limited partnership.

Which of the following is mandatory for the addition of a new limited partner to an existing limited partnership?

Limited partners are liable for company obligations only up to the amount of their capital contribution.

Which of the following information should a certificate of limited partnership contain?

Which of the following is true of the admission of a new general partner to an existing limited partnership?

The words limited partnership can be abbreviated to Ltd. in the title of a limited partnership.

What are the constraints on the name of a limited partnership? How do they influence a limited partner?

The retirement of a general partner does not dissolve a limited partnership.

The name of a limited partnership can include any or all of the limited partners' surnames, in any circumstances.

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