Exam 32: Limited Partnerships and Limited Liability Companies

A limited liability company is a relatively new 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.

The certificate of a limited partnership must be amended if a new general partner is admitted.

The laws of the state in which a foreign limited partnership is organized govern its organization, its internal affairs, and the liability of its limited partners.

A partner may not receive a distribution from a limited partnership unless the partnership's assets after the distribution would be sufficient to pay all of the partnership's liabilities, including those to other partners on account of their partnership interests.

Which of the following need NOT be included in the certificate filed by a limited partnership?

Legislation authorizing the formation of  low-profit limited liability companies  (L3Cs) has been enacted in only four states, as of 2017.

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

The causes of dissolution and the priorities in the distribution of assets for a limited partnership are the same as those of a general partnership.

In a limited partnership, the contribution of a partner may be cash, property, services, a promissory note, or an obligation to contribute cash, property, or to perform services.

All statutes require LLPs:

If the written partnership agreement makes no provision for sharing profits and losses in a limited partnership, they are shared equally.

The definition of a limited liability company includes that:

What is the effect on liability of a limited partner who participates in the management of the partnership? What activities may a limited partner perform without affecting liability?

Limited partners have limited liability for partnership obligations.

The RULPA specifies the events that will trigger a dissolution, after which the partnership affairs must be liquidated.These events include which of the following?

The general partners of a limited partnership have almost exclusive control and management of the limited partnership.

Only the general partners have access to the books and records of the partnership.

Some statutes permit the operating agreement of a limited liability company to deny members the right to withdraw from the company.

General partners and limited partners rank equally unless the partnership agreement provides otherwise.

Which of the following is NOT true about a limited liability company?