Question 1

A limited partner has limited access to the books and records of the partnership.

Accepted Answer

A) True 
 B)False  False

Question 2

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. 
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. B

Question 3

When were the last revisions made to the RULPA?

Accepted Answer

A)  1970 
B)  1976 
C)  1985 
D)  2001 
A)  1970 
B)  1976 
C)  1985 
D)  2001 D

Question 4

The RULPA requires that the limited partnership certificate list the capital contribution of each general and limited partner.

Accepted Answer

A) True 
 B)False

Question 5

The RULPA recognizes the right of a limited partner to bring an action on the behalf of a limited partnership to recover a judgment in its favor if the general partners having authority to do so have refused to bring the action.

Accepted Answer

A) True 
 B)False

Question 6

A limited partner will not lose his limited status because of voting on an amendment to the partnership agreement allowing a new business venture.

Accepted Answer

A) True 
 B)False

Question 7

Registration of a foreign limited partnership is required in order to:

Accepted Answer

A)  go into business in another country. 
B)  defend the partnership in court. 
C)  collect contributions from foreign investors. 
D)  None of these. 
A)  go into business in another country. 
B)  defend the partnership in court. 
C)  collect contributions from foreign investors. 
D)  None of these.

Question 8

A "person" for purposes of a limited partnership can be a corporation.

Accepted Answer

A) True 
 B)False

Question 9

A general partnership that, by making the statutorily required filing, limits the liability of its partners for some or all of the partnership's obligations is a:

Accepted Answer

A)  limited liability partnership. 
B)  limited liability company. 
C)  limited liability limited partnership. 
D)  limited partnership. 
A)  limited liability partnership. 
B)  limited liability company. 
C)  limited liability limited partnership. 
D)  limited partnership.

Question 10

In which of the following ways is a general partner the same as a limited partner in a limited partnership?

Accepted Answer

A)  Right of management and control 
B)  Liability to creditors of the partnership 
C)  Duty of care to the other partners and to the partnership 
D)  General partners differ from limited partners in all of these ways. 
A)  Right of management and control 
B)  Liability to creditors of the partnership 
C)  Duty of care to the other partners and to the partnership 
D)  General partners differ from limited partners in all of these ways.

Question 11

Under the 1985 Act, the limited partner need not be named in the limited partnership certificate.

Accepted Answer

A) True 
 B)False

Question 12

Creation of a limited partnership does not require more formalities than formation of a general partnership.

Accepted Answer

A) True 
 B)False

Question 13

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. 
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.

Question 14

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 15

Unanimous written consent of all partners is necessary to add new limited partners to a limited partnership.

Accepted Answer

A) True 
 B)False

Question 16

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 17

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 18

The certificate of limited partnership need not be amended if a new general partner is admitted.

Accepted Answer

A) True 
 B)False

Question 19

Kimberly contributed $50,000 as a limited partner in a limited partnership. Upon dissolution of the partnership, the priorities in distributing the assets are to:

Accepted Answer

A)  creditors of the partnership, partners and ex-partners in satisfaction of liabilities for unpaid distributions, partners for return of contributions, and to partners for their partnership interests in the proportions in which they share in distributions. 
B)  creditors of the partnership, partners for return of contributions, partners and ex-partners in satisfaction of liabilities for unpaid distributions, and partners for their partnership interests in equal shares. 
C)  creditors of the partnership, partners for their partnership interests, partners for return of contributions to the partnership, and ex-partners for liability for unpaid distributions. 
D)  partners for return of contributions, outside creditors of the partnership, partners for their partnership interests, and partners and ex-partners for unpaid distributions. 
A)  creditors of the partnership, partners and ex-partners in satisfaction of liabilities for unpaid distributions, partners for return of contributions, and to partners for their partnership interests in the proportions in which they share in distributions. 
B)  creditors of the partnership, partners for return of contributions, partners and ex-partners in satisfaction of liabilities for unpaid distributions, and partners for their partnership interests in equal shares. 
C)  creditors of the partnership, partners for their partnership interests, partners for return of contributions to the partnership, and ex-partners for liability for unpaid distributions. 
D)  partners for return of contributions, outside creditors of the partnership, partners for their partnership interests, and partners and ex-partners for unpaid distributions.

Question 20

A general partner, but not a limited partner, may be either a secured or unsecured creditor of the partnership with the same rights as a person who is not a partner.

Accepted Answer

A) True 
 B)False

Exam 32: Limited Partnerships and Limited Liability Companies

A limited partner has limited access to the books and records of the partnership.

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

When were the last revisions made to the RULPA?

The RULPA requires that the limited partnership certificate list the capital contribution of each general and limited partner.

The RULPA recognizes the right of a limited partner to bring an action on the behalf of a limited partnership to recover a judgment in its favor if the general partners having authority to do so have refused to bring the action.

A limited partner will not lose his limited status because of voting on an amendment to the partnership agreement allowing a new business venture.

Registration of a foreign limited partnership is required in order to:

A "person" for purposes of a limited partnership can be a corporation.

A general partnership that, by making the statutorily required filing, limits the liability of its partners for some or all of the partnership's obligations is a:

In which of the following ways is a general partner the same as a limited partner in a limited partnership?

Under the 1985 Act, the limited partner need not be named in the limited partnership certificate.

Creation of a limited partnership does not require more formalities than formation of a general partnership.

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

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.

Unanimous written consent of all partners is necessary to add new limited partners to a limited partnership.

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.

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.

The certificate of limited partnership need not be amended if a new general partner is admitted.

Kimberly contributed $50,000 as a limited partner in a limited partnership. Upon dissolution of the partnership, the priorities in distributing the assets are to:

A general partner, but not a limited partner, may be either a secured or unsecured creditor of the partnership with the same rights as a person who is not a partner.

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