Exam 35: Limited Partnerships and Limited Liability Limited Partnerships

A) Admission of either general or limited partners requires a majority vote of all partners.
B) Admission of either general or limited partners requires the unanimous written consent of all partners,but this requirement can be eliminated by agreement for admission of new limited partners.
C) Admission of either general or limited partners requires the unanimous written consent of all partners,but this requirement can be eliminated by agreement for admission of new general and/or limited partners.
D) Admission of new general partners requires the unanimous written consent of all partners,and the admission of new limited partners requires the unanimous written consent of all general partners only.
E) Admission of new general partners requires the unanimous written consent of all partners,and the admission of new limited partners requires the consent of a majority of all partners.

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A) Both the limited and general partners have unlimited liability for the partnership debts.
B) Neither the limited nor the general partners have unlimited liability for the partnership debts.
C) The limited partners have limited liability and the general partners have unlimited liability for the partnership debts.
D) The limited partners have unlimited liability and the general partners have limited liability for the partnership debts.
E) If a corporation is a partner,its shareholders have unlimited liability for the partnership debts.

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The large number of entity types is a re...

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A) an individual only
B) an individual and a corporation only
C) an individual,corporation,and a limited partnership only
D) an individual,corporation,limited partnership,and an estate
E) an individual,corporation,and an estate only

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A) Albert will have unlimited liability for both of the real estate purchases.
B) Albert will have unlimited liability for the purchase of the second parcel only.
C) Albert will not have unlimited liability for either of these transactions.
D) Albert will have unlimited liability for both of these transactions,but only for claims filed prior to the time that the certificate of limited partnership was filed.

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A) It is a limited partnership whose partnership interests are traded on a stock exchange.
B) It is a limited partnership with at least 10 general and 10 limited partners.
C) It is a limited partnership that is taxed as a corporation.
D) It is a limited partnership that has been in existence for at least 20 years.
E) It is a limited partnership where all the partners have expressly agreed to not be bound by the provisions of the Revised Uniform Limited Partnership Act.

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A) certificate of limited partnership and offering circular
B) certificate of limited partnership and limited partnership agreement
C) limited partnership agreement and articles of limited partnership
D) offering circular and articles of limited partnership
E) certificate of limited partnership and articles of limited partnership

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One of the risks in a limited partnership is that the general partners will invest very little compared to the limited partners.Worse is when the general partners make oral promises or statements (which cannot later be documented)about the amount they have invested or will invest.This requirement reduces these abuses by making contribution amounts public.

A) being an employee of the limited partnership
B) acting as a surety for the limited partnership
C) helping with the management of the limited partnership
D) voting on amendments to the limited partnership agreement
E) voting on the dissolution of the limited partnership

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C

A) As a limited partner,Amy has no rights to review the books and records of the partnership.
B) Amy has unlimited rights to review financial statements,tax returns,and a few other specified items,but has no rights to review other business records.
C) Amy has unlimited rights to review financial statements,tax returns,and a few other specified items,but must demonstrate a legitimate purpose in order to review any other business records of the partnership.
D) Amy must demonstrate a legitimate purpose in order to obtain any information on the business of the partnership.
E) Amy has an unlimited right to obtain information regarding the operations of the partnership business.

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A) The provision placing limited partners ahead of general partners in unenforceable,thus all partners would be on an equal footing and ahead of creditors.
B) The provision placing the partners ahead of creditors in not enforceable,but the priority of limited partners over general partners is enforceable.
C) The distribution of assets in the event of dissolution is one of the few provisions where the Revised Uniform Limited Partnership Act does not allow modification.
D) The distribution as called for in the agreement would be enforceable if it had been included in any filings related to the limited partnership.
E) The distribution as called for in the agreement is enforceable even though it was not included in any filing associated with the limited partnership.

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A) All partners would receive $75,000,regardless of whether he/she is a general or limited partner.
B) Each general partner would receive $50,000,and each limited partner would receive $100,000.
C) Each general partner would receive $30,000,and each limited partner would receive $120,000.
D) Each general partner would receive $120,000,and each limited partner would receive $30,000.

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