Question 1

Most LLC statutes expressly provide for mergers, which would allow Northern LLC and Southern LLC to combine all of their assets into Northern LLC, with Northern being the surviving LLC and Southern being the merged LLC.

Accepted Answer

A) True 
 B)False

Question 2

With regard to a limited partner's capital contribution to the limited partnership:

Accepted Answer

A)   a limited partner may contribute no more than 49% of the partnership's capitalization.
B)   an oral promise by a limited partner to contribute to the limited partnership is enforceable if the partnership has given consideration to induce the promise.
C)   a limited partner is liable to the partnership for the difference between the contribution actually made and that which is stated in a signed writing promising a certain contribution.
D)   the limited partner can only contribute cash.

Question 3

A limited partner has a right to bring an action on the behalf of a limited partnership to recover a judgment in its favor if the general partners having authority to do so have refused to bring the action.

Accepted Answer

A) True 
 B)False

Question 4

Which of the following is correct regarding the fiduciary duties in a limited partnership?

Accepted Answer

A)   The general partner has a fiduciary relationship to the limited partners, but not to any other general partners.
B)   Judicial authority seems to suggest that the limited partner has no fiduciary duty to the partnership.
C)   The fiduciary duty of the general partner has little effect upon the interests of the limited partners, because they have no ability to manage or control the partnership.
D)   All of these are correct.

Question 5

A general partnership that, by making the statutorily required filing, limits the liability of its partners for some or all of the partnership's obligations is known as a:

Accepted Answer

A)   limited partnership.
B)   limited liability partnership.
C)   limited liability limited partnership.
D)   limited liability company.

Question 6

Unanimous written consent of all partners is required to add new limited partners to a limited partnership, unless the partnership agreement provides otherwise.

Accepted Answer

A) True 
 B)False

Question 7

If a limited partner votes on an amendment to the partnership agreement allowing a new business venture, he will not lose his limited status.

Accepted Answer

A) True 
 B)False

Question 8

A __________ is a partnership in which the liability of the general partners has been limited to the same extent as in a limited liability partnership.

Accepted Answer

A)   limited partnership
B)   limited liability limited partnership
C)   limited liability company
D)   None of these are correct.

Question 9

An LLC's limitation on liability will not affect the liability of a member who:

Accepted Answer

A)   committed the wrongful act giving rise to the liability.
B)   guaranteed the obligation.
C)   Both of these.
D)   None of these.

Question 10

Under the RULPA, a limited partnership may not use a name that is deceptively similar to that of any corporation or other limited partnership.

Accepted Answer

A) True 
 B)False

Question 11

Typically, members of a limited liability company have the right to vote on proposals to:

Accepted Answer

A)   adopt or amend the operating agreement.
B)   sell all or substantially all of the limited liability company's assets prior to dissolution.
C)   admit any person as a member.
D)   All of these.

Question 12

An operating agreement is adopted by members of a limited liability company.

Accepted Answer

A) True 
 B)False

Question 13

Which of the following is true with respect to the distribution of assets following dissolution of a limited partnership?

Accepted Answer

A)   Limited partners who are creditors are paid at the same priority as third-party creditors of the partnership.
B)   The amount limited partners are paid for their partnership interests has no relation to the proportion in which they share in distributions.
C)   Capital contributions are paid before unpaid distributions.
D)   Partners are paid before ex-partners for unpaid distributions.

Question 14

What are the liabilities of a limited partner in a limited partnership?

Accepted Answer

Limited partners are liable only to the ...

Question 15

Lonny is a partner in the Harris Limited Partnership.Unless the partnership agreement provides otherwise, Lonny may:

Accepted Answer

A)   not assign his partnership interest.
B)   assign his partnership interest and, if he does, he ceases to be a partner.
C)   assign his partnership interest, but if he does, the assignment dissolves the partnership.
D)   assign his partnership interest and, if he does, the assignee may exercise the rights of a partner.

Question 16

The death or bankruptcy of a limited partner will dissolve the partnership.

Accepted Answer

A) True 
 B)False

Question 17

The RULPA requires that the limited partnership certificate list the capital contribution of each general and limited partner.

Accepted Answer

A) True 
 B)False

Question 18

The 1976 RULPA and the 1985 RULPA are supplemented by the Uniform Partnership Act, which applies to limited partnerships in any case for which the Limited Partnership Act does not provide.

Accepted Answer

A) True 
 B)False

Question 19

It remains unclear under the law whether a limited partner has a fiduciary duty to his general partners or to the limited partnership.

Accepted Answer

A) True 
 B)False

Question 20

Daniel is a general partner in a real estate investment firm.Hank and Barry are limited partners.Daniel, without the consent or ratification of Hank and Barry, can:

Accepted Answer

A)   admit another limited partner.
B)   not have almost exclusive managerial control of the business.
C)   act as an agent of the partnership.
D)   rename the partnership using Hank's last name.

Exam 32: Limited Partnerships and Limited Liability Companies

A general partnership that, by making the statutorily required filing, limits the liability of its partners for some or all of the partnership's obligations is known as a:

Correct AnswerverifiedShow Answer

The death or bankruptcy of a limited partner will dissolve the partnership.

Correct AnswerverifiedShow Answer

Unanimous written consent of all partners is required to add new limited partners to a limited partnership, unless the partnership agreement provides otherwise.

Correct AnswerverifiedShow Answer

With regard to a limited partner's capital contribution to the limited partnership:

Correct AnswerverifiedShow Answer

A limited partner has a right to bring an action on the behalf of a limited partnership to recover a judgment in its favor if the general partners having authority to do so have refused to bring the action.

Correct AnswerverifiedShow Answer

Typically, members of a limited liability company have the right to vote on proposals to:

Correct AnswerverifiedShow Answer

The RULPA requires that the limited partnership certificate list the capital contribution of each general and limited partner.

Correct AnswerverifiedShow Answer

A __________ is a partnership in which the liability of the general partners has been limited to the same extent as in a limited liability partnership.

Correct AnswerverifiedShow Answer

Lonny is a partner in the Harris Limited Partnership.Unless the partnership agreement provides otherwise, Lonny may:

Correct AnswerverifiedShow Answer

An operating agreement is adopted by members of a limited liability company.

Correct AnswerverifiedShow Answer

Under the RULPA, a limited partnership may not use a name that is deceptively similar to that of any corporation or other limited partnership.

Correct AnswerverifiedShow Answer

Most LLC statutes expressly provide for mergers, which would allow Northern LLC and Southern LLC to combine all of their assets into Northern LLC, with Northern being the surviving LLC and Southern being the merged LLC.

Correct AnswerverifiedShow Answer

What are the liabilities of a limited partner in a limited partnership?

Correct AnswerverifiedLimited partners are liable only to the ...View AnswerShow Answer

Which of the following is correct regarding the fiduciary duties in a limited partnership?

Correct AnswerverifiedShow Answer

Daniel is a general partner in a real estate investment firm.Hank and Barry are limited partners.Daniel, without the consent or ratification of Hank and Barry, can:

Correct AnswerverifiedShow Answer

The 1976 RULPA and the 1985 RULPA are supplemented by the Uniform Partnership Act, which applies to limited partnerships in any case for which the Limited Partnership Act does not provide.

Correct AnswerverifiedShow Answer

Which of the following is true with respect to the distribution of assets following dissolution of a limited partnership?

Correct AnswerverifiedShow Answer

An LLC's limitation on liability will not affect the liability of a member who:

Correct AnswerverifiedShow Answer

If a limited partner votes on an amendment to the partnership agreement allowing a new business venture, he will not lose his limited status.

Correct AnswerverifiedShow Answer

It remains unclear under the law whether a limited partner has a fiduciary duty to his general partners or to the limited partnership.

Correct AnswerverifiedShow Answer

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Limited partners are liable only to the ...
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