Question 1

Foreign limited partnerships do not have to operate in another country.

Accepted Answer

A) True 
 B)False

Question 2

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 3

Which of the following need NOT be included in the certificate filed by a limited partnership under the RULPA?

Accepted Answer

A)   The name of the limited partnership
B)   The name and address of the agent for service of process
C)   The names of each of the limited partners
D)   The name and business address of each general partnerE) A) and B)
F) A) and C)

Question 4

52. A(n)  is an unincorporated business association that provides limited liability to all of its owners and permits all
Of its owners to participate in the management of the business.

Accepted Answer

A)   limited partnership
B)   limited liability company
C)   general partnership
D)   association of fiduciariesE) A) and B)
F) A) and D)

Question 5

Once a partner becomes entitled to a distribution, he has the status of a creditor with respect to that distribution.

Accepted Answer

A) True 
 B)False

Question 6

An oral promise by a limited partner to contribute to the limited partnership is enforceable.

Accepted Answer

A) True 
 B)False

Question 7

False statements in a certificate of limited partnership or in an amendment to the certificate that cause loss to third parties who rely on the statements may result in liability for the general partners.

Accepted Answer

A) True 
 B)False

Question 8

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

Accepted Answer

A)   The general partner has a fiduciary duty to the limited 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 is extremely important to the interests of the limited partners, because they have no ability to manage or control the partnership business.
D)   All of these are correct.E) B) and C)
F) A) and B)

Question 9

Like general partnerships, limited partnerships are statutory creations that did not exist at common law.

Accepted Answer

A) True 
 B)False

Question 10

A foreign limited liability company:

Accepted Answer

A)   is governed by the laws of the state in which it is organized.
B)   is considered "foreign" in any state other than the one in which it was formed.
C)   must register with the Secretary of State before transacting business in that state.
D)   All of these are correct.E) All of the above
F) A) and B)

Question 11

Which of the following is true with respect to a defective formation of a limited partnership?

Accepted Answer

A)   The formation is defective if the certificate filed does not substantially meet statutory requirements.
B)   It jeopardizes the limited liability of a limited partner.
C)   The 1985 RULPA reduces the risk of a limited partner for defective formation.
D)   All of these are correct.E) A) and B)
F) A) and C)

Question 12

Which of the following is untrue of a limited partnership?

Accepted Answer

A)   Limited partnerships must be formed under a state statute.
B)   Limited partners cannot ordinarily be named in the partnership business name.
C)   Partners in limited partnerships must contribute services to the partnership.
D)   Limited partners are generally not responsible for the debts of the partnership beyond their investment.E) A) and B)
F) None of the above

Question 13

The most popular and widely used unincorporated business form that provides limited liability for its members is the:

Accepted Answer

A)   limited partnership.
B)   limited liability partnership.
C)   limited liability company.
D)   limited liability limited partnership.E) A) and B)
F) A) and C)

Question 14

The 2001 revision of the RULPA has been widely adopted.

Accepted Answer

A) True 
 B)False

Question 15

After the formation of a limited partnership, the admission of additional general partners can only be accomplished with the written consent of all partners.

Accepted Answer

A) True 
 B)False

Question 16

If Jack contributed $1,000 as a limited partner and signed a certificate of limited partnership, but the certificate was filed in the wrong office:

Accepted Answer

A)   Jack may avoid liability as a general partner if he withdraws from the business and quickly renounces future profits.
B)   Jack is not a partner at all and may withdraw his contribution.
C)   Jack is a general partner for all purposes.
D)   Jack may become a limited partner by quickly filing an affidavit stating he was not responsible for the erroneous filing.E) All of the above
F) A) and D)

Question 17

Discuss the duty of general partners to limited partners.

Accepted Answer

A general partner owes a fiduciary duty ...

Question 18

Under all LLC statutes, a unanimous vote of the members must be obtained to approve a merger.

Accepted Answer

A) True 
 B)False

Question 19

Joe is a limited partner in a limited partnership. Joe does not have the right to dissolve the partnership except by decree of a court.

Accepted Answer

A) True 
 B)False

Question 20

A limited partnership is a partnership formed by two or more persons under the laws of a state and having one or more general partners and one or more limited partners.

Accepted Answer

A) True 
 B)False

Exam 32: Limited Partnerships and Limited Liability Companies

Which of the following is untrue of a limited partnership?

Correct AnswerverifiedShow Answer

A foreign limited liability company:

Correct AnswerverifiedShow Answer

If Jack contributed $1,000 as a limited partner and signed a certificate of limited partnership, but the certificate was filed in the wrong office:

Correct AnswerverifiedShow Answer

Under all LLC statutes, a unanimous vote of the members must be obtained to approve a merger.

Correct AnswerverifiedShow Answer

Joe is a limited partner in a limited partnership. Joe does not have the right to dissolve the partnership except by decree of a court.

Correct AnswerverifiedShow Answer

Which of the following need NOT be included in the certificate filed by a limited partnership under the RULPA?

Correct AnswerverifiedShow Answer

52. A(n) is an unincorporated business association that provides limited liability to all of its owners and permits all Of its owners to participate in the management of the business.

Correct AnswerverifiedShow Answer

The 2001 revision of the RULPA has been widely adopted.

Correct AnswerverifiedShow Answer

A limited partnership is a partnership formed by two or more persons under the laws of a state and having one or more general partners and one or more limited partners.

Correct AnswerverifiedShow Answer

After the formation of a limited partnership, the admission of additional general partners can only be accomplished with the written consent of all partners.

Correct AnswerverifiedShow Answer

An oral promise by a limited partner to contribute to the limited partnership is enforceable.

Correct AnswerverifiedShow Answer

Once a partner becomes entitled to a distribution, he has the status of a creditor with respect to that distribution.

Correct AnswerverifiedShow Answer

Which of the following is true with respect to a defective formation of a limited partnership?

Correct AnswerverifiedShow Answer

False statements in a certificate of limited partnership or in an amendment to the certificate that cause loss to third parties who rely on the statements may result in liability for the general partners.

Correct AnswerverifiedShow Answer

Like general partnerships, limited partnerships are statutory creations that did not exist at common law.

Correct AnswerverifiedShow Answer

The most popular and widely used unincorporated business form that provides limited liability for its members is the:

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

Foreign limited partnerships do not have to operate in another country.

Correct AnswerverifiedShow Answer

Discuss the duty of general partners to limited partners.

Correct AnswerverifiedA general partner owes a fiduciary duty ...View AnswerShow Answer

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

Correct AnswerverifiedShow Answer

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A general partner owes a fiduciary duty ...
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