Exam 32: Limited Partnerships and Limited Liability Companies

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

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

A limited partner owes a duty of care to the partnership similar to that of a general partner.

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?

Which of the following is correct regarding a limited partnership?

A person for purposes of membership in a partnership includes a natural person, a partnership, a limited partnership, a trust, an estate, an association, or a corporation.

Typically, members of a limited liability company have the right to vote on proposals to:

Joe Stewart is a limited partner in a limited partnership. Joe does not have the right to dissolve the partnership except by decree of a court.

A limited partnership agreement may not provide that limited partners have the right to vote on matters as a class separate from the general partners.

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.

Which of the following is untrue of a limited partnership?

Most LLC statutes expressly provide for mergers, which would allow Northern LLC and Southern LLC to combine all of their assets into Northern LLC, with Northern being the surviving LLC and Southern being the merged LLC.

All statutes require LLPs:

The death or bankruptcy of a limited partner will dissolve the partnership.

Written consent of all partners is required for the addition of a general partner if the partnership agreement so provides or if the partnership agreement fails to deal with this issue.

Which of the following is NOT correct regarding a limited liability partnership?

All of the states have enacted statutes enabling the formation of limited liability partnerships (LLPs).

The definition of a limited liability company includes that:

The 1976 RULPA and the 1985 RULPA are supplemented by the Uniform Partnership Act, which applies to limited partnerships in any case for which the Limited Partnership Act does not provide.

Unanimous written consent of all partners is required to add new limited partners to a limited partnership, unless the partnership agreement provides otherwise.