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A limited partnership is formed by the limited partner's filing of a certificate of limited partnership with the appropriate state government authority.

A) True
B) False

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A franchise should be thought of as


A) a type of business entity.
B) a federally regulated business entity.
C) a contractually based business entity.
D) a method of conducting business.

E) B) and C)
F) A) and D)

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A sole proprietorship automatically is dissolved when the owner dies.

A) True
B) False

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With regard to taxation of partnerships,


A) a partnership files a federal and state partnership tax return and pays taxes on its income.
B) a partnership must file an information return.
C) a partnership files a state partnership tax return and pays taxes on its income but no federal filing is required.
D) partnerships have no tax-filing responsibilities.

E) A) and B)
F) B) and C)

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Morton lends money as a business loan to Luisa,who is capitalizing her start-up sole proprietorship named Luisa's Things.If Morton must sue for repayment,he would sue


A) Luisa.
B) Luisa's Things.
C) Luisa and Luisa's Things.
D) no one, since the loan makes him a partner.

E) All of the above
F) None of the above

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A

In all forms of business entities,the entity itself pays taxes on money earned by or through the entity.

A) True
B) False

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The Revised Uniform Limited Partnership Act requires that there be a written partnership agreement regarding limited partnerships.

A) True
B) False

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Federal and state laws regulating the selling of equity in limited partnerships through broker-dealer contracts are known as _______ laws.

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The Revised Uniform Partnership Act mandates that with regard to partnership debts and liabilities,general partners are


A) not personally liable for non-debt liabilities, which may be charged only to the partnership, but personally liable for debts.
B) personally jointly liable for unpaid debts and liabilities.
C) personally jointly and severally liable for unpaid debts and liabilities.
D) not personally liable for debts or liabilities, which may be charged only to the partnership.

E) A) and B)
F) A) and C)

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Which of the following is not a part of the winding up process?


A) Dissolution of the partnership.
B) Distribution of the net proceeds to the partners.
C) Discharge of the partnership debts.
D) Closing the partnership's business.

E) A) and C)
F) A) and D)

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What process will the courts use to resolve a dispute between principals of a limited partnership in the absence of a written partnership agreement?

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The first step is to look to the RULPA f...

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A limited partnership requires


A) at least two general partners.
B) at least two limited partners.
C) a written limited partnership agreement.
D) at least one general and one limited partner.

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

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In Waddell v.Rustin,Waddell was not declared an implied partner despite her testimony that she and her romantic partner ran their business as partners,including her involvement in management and oversight of business projects,access to company checkbook,payment of company bills,and assistance in choosing construction projects.

A) True
B) False

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True

Name and discuss the fiduciary duties owed by general partners to the partnership as set out in the Revised Uniform Partnership Act.

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The RUPA specifies three basic fiduciary...

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Under the Revised Uniform Limited Partnership Act,limited partners may act as consultants and may contribute their expertise to the limited partnership.

A) True
B) False

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Even if the parties have no intent to form or operate as a partnership,their conduct may result in the law recognizing them as partners.

A) True
B) False

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Sonya and Davi are going to open a sporting goods store.They sign a written limited partnership agreement naming Davi as a limited partner and Sonya as the general partner.Sonya files a certificate of limited partnership with the state.Sonya contributes $100,000 toward the start-up,while Davi contributes $200,000.They agree to split profits evenly because Sonya will be working in the store and operating the day-to-day business.About a month after they open,the business is not doing well,so Davi starts becoming more involved.Soon he is requiring that Sonya approve all purchases with him,and Davi is actively directing Jack,the sole employee.One day,Geoff,a customer,is injured when a bowling ball falls off a shelf and shatters his foot.Geoff sues and is awarded a judgment of $1 million.


A) As this was a limited partnership, Sonya is liable for $800,000 and Davi is liable for $200,000.
B) Sonya and Davi are each liable for up to $500,000.
C) Under the circumstances, Sonya and Davi are both jointly and severally liable for the full $1 million.
D) Whoever negligently secured the bowling ball on the shelf is liable for the $1 million liability.

E) A) and D)
F) A) and B)

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C

Franchises are regulated by a franchise agreement.

A) True
B) False

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Limited partnerships are required to file a(an) _______ return with the IRS each year.

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A _______ is a business entity that has a proven track record of success and sells the right to operate the business and use the business's trade secrets,trademarks,products,and so on.

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