Question 1

Which of the following is true of a limited partnership?

Accepted Answer

A)  Other limited partnerships cannot become limited partners in an existing limited partnership. 
B)  A limited partner is personally liable for the debts of the partnership. 
C)  Corporations are allowed to become partners in a limited partnership. 
D)  A limited partnership can have only one general partner but multiple limited partners. 
A)  Other limited partnerships cannot become limited partners in an existing limited partnership. 
B)  A limited partner is personally liable for the debts of the partnership. 
C)  Corporations are allowed to become partners in a limited partnership. 
D)  A limited partnership can have only one general partner but multiple limited partners.

Question 2

A ________ is a special type of limited partnership that has both general partners and limited partners, where both the general and limited partners have limited liability and are not personally liable for its debts.

Accepted Answer

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

Question 3

Which of the following partners in a limited partnership invest capital, manage the business, and are personally liable for partnership debts?

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 4

Limited partners are not liable for the debts and obligations of the partnership if they participate in the management of the limited partnership, without being employed as a manager or an executive.

Accepted Answer

A) True 
 B)False

Question 5

New general partners can be admitted only with the ________.

Accepted Answer

A)  approval of at least two-thirds of the partners 
B)  specific consent of each partner 
C)  merger with another limited partnership 
D)  death of or transfer by a general partner 
A)  approval of at least two-thirds of the partners 
B)  specific consent of each partner 
C)  merger with another limited partnership 
D)  death of or transfer by a general partner

Question 6

________ involves the liability of a limited partner as a general partner. A limited partner is liable as a general partner if the partner's participation in the control of the business is primarily the same as the general partner, but liable only to persons who reasonably believed the limited partner to be a general partner.

Accepted Answer

A)  RULPA Section 203 
B)  The decree of judicial dissolution 
C)  The control rule 
D)  RULPA Section 801 
A)  RULPA Section 203 
B)  The decree of judicial dissolution 
C)  The control rule 
D)  RULPA Section 801

Question 7

Which of the following documents does a domestic limited partnership require to be allowed to operate in another state?

Accepted Answer

A)  trade name certificate 
B)  certificate of registration 
C)  limited trade affidavit 
D)  notice of electronic filing 
A)  trade name certificate 
B)  certificate of registration 
C)  limited trade affidavit 
D)  notice of electronic filing

Question 8

A limited partnership has two types of partners, ________.

Accepted Answer

A)  unique partners and limited partners 
B)  general partners and limited partners 
C)  ordinary partners and limited partners 
D)  special partners and limited partners 
A)  unique partners and limited partners 
B)  general partners and limited partners 
C)  ordinary partners and limited partners 
D)  special partners and limited partners

Question 9

Partners who erroneously, but in good faith, believe they have become limited partners can escape liability as general partners by ________.

Accepted Answer

A)  adding their surname to the name of the business establishment 
B)  filing for a refund of his or her initial investment with interest 
C)  bringing a lawsuit against all general and limited partners 
D)  withdrawing from any future equity participation in the enterprise 
A)  adding their surname to the name of the business establishment 
B)  filing for a refund of his or her initial investment with interest 
C)  bringing a lawsuit against all general and limited partners 
D)  withdrawing from any future equity participation in the enterprise

Question 10

The end of the life of the limited partnership, as specified in the certificate of limited partnership, causes the dissolution of a limited partnership.

Accepted Answer

A) True 
 B)False

Question 11

If a firm is designated as an LLLP, it refers to a ________.

Accepted Answer

A)  limited liability legal partnership 
B)  legally limited liability partnership 
C)  limited liability limited partnership 
D)  limited and lessened liability partnership 
A)  limited liability legal partnership 
B)  legally limited liability partnership 
C)  limited liability limited partnership 
D)  limited and lessened liability partnership

Question 12

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

Accepted Answer

A)  unlimited personal liability 
B)  limited capital liability 
C)  liability of termination as partner 
D)  limited personal liability 
A)  unlimited personal liability 
B)  limited capital liability 
C)  liability of termination as partner 
D)  limited personal liability

Question 13

Who among the following get first priority in the distribution of assets upon the dissolution of a partnership?

Accepted Answer

A)  investors 
B)  limited partners 
C)  general partners 
D)  creditors 
A)  investors 
B)  limited partners 
C)  general partners 
D)  creditors

Question 14

Which of the following is true of a limited partnership agreement?

Accepted Answer

A)  It provides that all transactions must be approved by all partners. 
B)  It does not contain information about dissolution of the partnership as it is an agreement of formation. 
C)  It provides that general and limited partners have equal voting rights. 
D)  It sets forth the terms and conditions regarding the termination of the partnership. 
A)  It provides that all transactions must be approved by all partners. 
B)  It does not contain information about dissolution of the partnership as it is an agreement of formation. 
C)  It provides that general and limited partners have equal voting rights. 
D)  It sets forth the terms and conditions regarding the termination of the partnership.

Question 15

The creation of a limited partnership is formal and requires public disclosure.

Accepted Answer

A) True 
 B)False

Question 16

In most states, the formation, operation, and termination of limited partnerships are regulated by the Revised Uniform Limited Partnership Act.

Accepted Answer

A) True 
 B)False

Question 17

Briefly explain the events that cause the dissolution of a limited partnership under RULPA.

Accepted Answer

a. The end of the life of the limited pa

Question 18

Any partner may petition the court to wind up the affairs of a limited partnership.

Accepted Answer

A) True 
 B)False

Question 19

In most states, the formation, operation, and termination of limited partnerships are regulated by the ________.

Accepted Answer

A)  RULPA 
B)  ADA 
C)  ADEA 
D)  EEOC 
A)  RULPA 
B)  ADA 
C)  ADEA 
D)  EEOC

Question 20

A limited liability limited partnership limits the liability of general partners.

Accepted Answer

A) True 
 B)False

Exam 35: Limited Partnerships and Special Partnerships

Which of the following is true of a limited partnership?

A ________ is a special type of limited partnership that has both general partners and limited partners, where both the general and limited partners have limited liability and are not personally liable for its debts.

Which of the following partners in a limited partnership invest capital, manage the business, and are personally liable for partnership debts?

Limited partners are not liable for the debts and obligations of the partnership if they participate in the management of the limited partnership, without being employed as a manager or an executive.

New general partners can be admitted only with the ________.

Which of the following documents does a domestic limited partnership require to be allowed to operate in another state?

A limited partnership has two types of partners, ________.

Partners who erroneously, but in good faith, believe they have become limited partners can escape liability as general partners by ________.

The end of the life of the limited partnership, as specified in the certificate of limited partnership, causes the dissolution of a limited partnership.

If a firm is designated as an LLLP, it refers to a ________.

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

Who among the following get first priority in the distribution of assets upon the dissolution of a partnership?

Which of the following is true of a limited partnership agreement?

The creation of a limited partnership is formal and requires public disclosure.

In most states, the formation, operation, and termination of limited partnerships are regulated by the Revised Uniform Limited Partnership Act.

Briefly explain the events that cause the dissolution of a limited partnership under RULPA.

Any partner may petition the court to wind up the affairs of a limited partnership.

In most states, the formation, operation, and termination of limited partnerships are regulated by the ________.

A limited liability limited partnership limits the liability of general partners.

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