Question 1

Answer the following:
(a)
What is the definition of a foreign limited partnership?
(b)
Does RULPA require foreign limited partnerships to be registered?

Accepted Answer

(a)A limited partnership is considered f...

Question 2

Creation of a limited partnership requires more formalities than formation of a general partnership.

Accepted Answer

A) True 
 B)False

Question 3

Unless otherwise agreed,under RULPA,a limited partner is entitled to repayment of his capital contribution under which of the following conditions?

Accepted Answer

A)   Before general partners are repaid their capital contributions
B)   At the same time and on a pro rata basis with the general partners
C)   Only after general partners have been repaid their capital contributions
D)   None of these.E) B) and D)
F) B) and C)

Question 4

Statutes or the common law impose duties of good faith and fair dealing on all members of an LLC whether the LLC is manager managed or member managed.

Accepted Answer

A) True 
 B)False

Question 5

The causes of dissolution and the priorities in the distribution of assets for a limited partnership are not the same as those of a general partnership.

Accepted Answer

A) True 
 B)False

Question 6

A limited liability company is a form of unincorporated business association that blends the advantages of both general and limited partnerships,because all its members may have limited liability and all may participate in management and control without loss of limited liability.

Accepted Answer

A) True 
 B)False

Question 7

Which of the following is false with respect to the distribution of assets following dissolution of a limited liability company?

Accepted Answer

A)   Most statutes provide default rules for distributing the assets.
B)   Generally,assets are distributed first to creditors,including members and managers who are creditors,except with respect to liabilities or distributions.
C)   Generally,assets are distributed to members and former members in satisfaction of liabilities for unpaid distributions after distributions are made to creditors,including members and managers who are creditors.
D)   Generally,assets are distributed first to creditors who are not members or managers.E) A) and D)
F) A) and C)

Question 8

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

Accepted Answer

A) True 
 B)False

Question 9

If the partnership agreement does not specify when a limited partner may withdraw or specify a definite time for the limited partnership's dissolution,a limited partner may withdraw upon giving at least one month's written notice to each general partner.

Accepted Answer

A) True 
 B)False

Question 10

RULPA was revised in 2001 and the revision was named the ReRULPA.

Accepted Answer

A) True 
 B)False

Question 11

A limited partner's financial obligation to the partnership may be increased if the:

Accepted Answer

A)   limited partner acts as agent for a competing partnership.
B)   limited partner takes active part in the management of the partnership.
C)   another limited partner is added to the partnership.
D)   All of these are true.E) A) and C)
F) B) and C)

Question 12

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

Accepted Answer

A) True 
 B)False

Question 13

RULPA requires a lesser duty of care by a general partner to a general partnership than that owed by a general partner to a limited partnership.

Accepted Answer

A) True 
 B)False

Question 14

A creditor of a limited partner may obtain a charging order against the limited partner's interest in the partnership,thereby becoming an assignee of the partnership interest.

Accepted Answer

A) True 
 B)False

Question 15

The Elm Street Partnership is a limited partnership in which Arlo is the sole general partner and Brandi and Charles are the limited partners.Now the partnership is being dissolved,and Brandi wants her money.The partnership creditors include Charles for a $1,000 loan in addition to his capital contribution.In what order should the partnership assets be distributed?

Accepted Answer

Under the RULPA,the priorities for distr...

Question 16

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) B) and C)
F) B) and D)

Question 17

Unless otherwise provided in the LLC's operating agreement,a member may assign his financial interest in the LLC without dissolving the LLC.

Accepted Answer

A) True 
 B)False

Question 18

A limited partnership agreement may not provide that limited partners have the right to vote on matters as a separate class from the general partners.

Accepted Answer

A) True 
 B)False

Question 19

A partner may not receive a distribution from a limited partnership unless the remaining assets are deemed sufficient to pay partnership liabilities other than liabilities to partners on account of their partnership interests.

Accepted Answer

A) True 
 B)False

Question 20

Ownership interests in manager-operated LLCs are considered to be securities.

Accepted Answer

A) True 
 B)False

Exam 32: Limited Partnerships and Limited Liability Companies

The causes of dissolution and the priorities in the distribution of assets for a limited partnership are not the same as those of a general partnership.

Correct Answer
verified

Unless otherwise provided in the LLC's operating agreement,a member may assign his financial interest in the LLC without dissolving the LLC.

Correct Answer
verified

RULPA was revised in 2001 and the revision was named the ReRULPA.

Correct Answer
verified

Unless otherwise agreed,under RULPA,a limited partner is entitled to repayment of his capital contribution under which of the following conditions?

Correct Answer
verified

Creation of a limited partnership requires more formalities than formation of a general partnership.

Correct Answer
verified

Answer the following: (a) What is the definition of a foreign limited partnership? (b) Does RULPA require foreign limited partnerships to be registered?

Correct Answer
verified
(a)A limited partnership is considered f...
View Answer

If the partnership agreement does not specify when a limited partner may withdraw or specify a definite time for the limited partnership's dissolution,a limited partner may withdraw upon giving at least one month's written notice to each general partner.

Correct Answer
verified

Which of the following is false with respect to the distribution of assets following dissolution of a limited liability company?

Correct Answer
verified

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

Correct Answer
verified

Statutes or the common law impose duties of good faith and fair dealing on all members of an LLC whether the LLC is manager managed or member managed.

Correct Answer
verified

A limited partner's financial obligation to the partnership may be increased if the:

Correct Answer
verified

A limited liability company is a form of unincorporated business association that blends the advantages of both general and limited partnerships,because all its members may have limited liability and all may participate in management and control without loss of limited liability.

Correct Answer
verified

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

Correct Answer
verified

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

Correct Answer
verified

A creditor of a limited partner may obtain a charging order against the limited partner's interest in the partnership,thereby becoming an assignee of the partnership interest.

Correct Answer
verified

A partner may not receive a distribution from a limited partnership unless the remaining assets are deemed sufficient to pay partnership liabilities other than liabilities to partners on account of their partnership interests.

Correct Answer
verified

RULPA requires a lesser duty of care by a general partner to a general partnership than that owed by a general partner to a limited partnership.

Correct Answer
verified

Correct Answer
verified
Under the RULPA,the priorities for distr...
View Answer

Ownership interests in manager-operated LLCs are considered to be securities.

Correct Answer
verified

A limited partnership agreement may not provide that limited partners have the right to vote on matters as a separate class from the general partners.

Correct Answer
verified

Exam 32: Limited Partnerships and Limited Liability Companies

The causes of dissolution and the priorities in the distribution of assets for a limited partnership are not the same as those of a general partnership.

Correct AnswerverifiedShow Answer

Unless otherwise provided in the LLC's operating agreement,a member may assign his financial interest in the LLC without dissolving the LLC.

Correct AnswerverifiedShow Answer

RULPA was revised in 2001 and the revision was named the ReRULPA.

Correct AnswerverifiedShow Answer

Unless otherwise agreed,under RULPA,a limited partner is entitled to repayment of his capital contribution under which of the following conditions?

Correct AnswerverifiedShow Answer

Creation of a limited partnership requires more formalities than formation of a general partnership.

Correct AnswerverifiedShow Answer

Answer the following: (a) What is the definition of a foreign limited partnership? (b) Does RULPA require foreign limited partnerships to be registered?

Correct Answerverified(a)A limited partnership is considered f...View AnswerShow Answer

If the partnership agreement does not specify when a limited partner may withdraw or specify a definite time for the limited partnership's dissolution,a limited partner may withdraw upon giving at least one month's written notice to each general partner.

Correct AnswerverifiedShow Answer

Which of the following is false with respect to the distribution of assets following dissolution of a limited liability company?

Correct AnswerverifiedShow Answer

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

Correct AnswerverifiedShow Answer

Statutes or the common law impose duties of good faith and fair dealing on all members of an LLC whether the LLC is manager managed or member managed.

Correct AnswerverifiedShow Answer

A limited partner's financial obligation to the partnership may be increased if the:

Correct AnswerverifiedShow Answer

A limited liability company is a form of unincorporated business association that blends the advantages of both general and limited partnerships,because all its members may have limited liability and all may participate in management and control without loss of limited liability.

Correct AnswerverifiedShow Answer

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

Correct AnswerverifiedShow Answer

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

Correct AnswerverifiedShow Answer

A creditor of a limited partner may obtain a charging order against the limited partner's interest in the partnership,thereby becoming an assignee of the partnership interest.

Correct AnswerverifiedShow Answer

A partner may not receive a distribution from a limited partnership unless the remaining assets are deemed sufficient to pay partnership liabilities other than liabilities to partners on account of their partnership interests.

Correct AnswerverifiedShow Answer

RULPA requires a lesser duty of care by a general partner to a general partnership than that owed by a general partner to a limited partnership.

Correct AnswerverifiedShow Answer

Correct AnswerverifiedUnder the RULPA,the priorities for distr...View AnswerShow Answer

Ownership interests in manager-operated LLCs are considered to be securities.

Correct AnswerverifiedShow Answer

A limited partnership agreement may not provide that limited partners have the right to vote on matters as a separate class from the general partners.

Correct AnswerverifiedShow Answer

Correct Answer
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Correct Answer
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Correct Answer
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(a)A limited partnership is considered f...
View Answer

Correct Answer
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Correct Answer
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Correct Answer
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Correct Answer
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Correct Answer
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Correct Answer
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Correct Answer
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Correct Answer
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Correct Answer
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Correct Answer
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Correct Answer
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Under the RULPA,the priorities for distr...
View Answer

Correct Answer
verified

Correct Answer
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