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Chris and Paul operate a business in which both have contributed $50,000 to the businesses capitalization.Chris makes all business decisions and Paul made Chris sign a partnership agreement saying that Paul is only liable for partnership debts up to $50,000.


A) both are general partners
B) Chris is a general partner and Paul is a limited partner
C) Paul is a general partner and Chris is a limited partner
D) both are limited partners

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

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With regard to dissociation and dissolution,the Revised Uniform Partnership Act adopted and reserved the same general rules and procedures as its predecessor,the Uniform Partnership Act.

A) True
B) False

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Tabletop,LP is registered in Nebraska but operates the business in the state of Iowa.Nebraska will require an in-state address and a ________ be identified to receive mail and accept legal documents.

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Charlie and Mia have started selling t-shirts with iron on decals and lettering.They have no formal written agreement and simply decided to split all profits equally.Each has contributed $1,000 to the enterprise and since Mia will be doing all of the work,Charlie agrees that he will be responsible for 75% of any losses.Charlie does call in to make day to day decisions but Mia purchases the shirts,decals and lettering,operates the press and mans the store.Charlie stays home and smokes cigars and drinks scotch.Alan purchases one of their shirts and after wearing it all day discovers that the dye has run and his upper body is now blue.After bathing numerous times he finds that the blue dye will not wash out.Alan sues and is awarded $100,000 in damages.Charlie claims that there was no real business entity formed and that he should not be liable.How should the court decide?

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The courts will find a de facto general ...

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Roger is a limited partner in a business.To retain his limited liability protection he must not:


A) participate in the approval of new partners.
B) participate in the removal of existing partners.
C) consult or be paid by the business.
D) assume management responsibilities

E) C) and D)
F) All of the above

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An advantage of operating as a sole proprietorship is that personal liability for any business losses is limited to the owner's investment in the business.

A) True
B) False

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Which of the following does not require two or more principals?


A) limited partnerships
B) limited liability partnerships
C) sole proprietorships
D) limited liability companies

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

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To date,every state in the union has adopted the Revised Uniform Partnership Act except the state of Louisiana.

A) True
B) False

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Principals generally have no personal liability for the business entity's debts regarding:


A) limited partnerships.
B) limited liability partnerships.
C) corporations.
D) limited liability companies

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

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If a limited partner actively participates in day to day management of the business they may forfeit their limited partner status and lose their limited liability for debts and liabilities.

A) True
B) False

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If a sole proprietorship loses money,the principal may deduct the losses from her own personal tax liability if any.

A) True
B) False

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Joint ventures are governed by the same legal principles as a general partnership.

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 C)
F) A) and D)

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General partnerships are not created by filing a form with a government agency.

A) True
B) False

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Family limited partnerships are designed for parents and children to operate a business together while protecting family related assets.

A) True
B) False

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You have just graduated and you want to start your own business.You have a degree in horticulture so you have chosen to open a florist shop and plant nursery.What type of business entity will you choose and explain its benefits and detriments in detail.

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Student answers will vary with regard to...

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

A) True
B) False

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Bill is a general partner in a four member limited partnership with two general and two limited partners.The partnership is silent with regard to the duration of the partnership and Bill wishes to retire.


A) Bill may withdraw at any time and the partnership continues.
B) Bill must give six months notice before being permitted to withdraw.
C) The other general partner and the limited partner with the largest liability must agree to his withdrawal.
D) The court must grant permission for him to withdraw since the agreement was silent and the other partners and third party customers of the partnership must be protected

E) A) and D)
F) None of the above

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Which of the following requires a formal filing to be recognized as a valid business entity?


A) a sole proprietorship
B) a general partnership
C) a limited partnership
D) all business entities require a formal filing to validly exist

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

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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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RUPA specifies three basic fiduciary dut...

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