Partnerships

Under RULPA, if a general partner fails to bring a lawsuit on behalf of a partnership, then the ______ can bring the suit. A) general partner B) state C) creditor D) limited partner

D) limited partner

The ________ stage occurs when the partners take account of the assets of the partner who has left and redistributing them among the other partners. A) winding-up B) dissolution C) termination D) continuation

A) winding-up

Pasha was a limited partner in a limited partnership. He invested $10,000 in the firm. Suppose the firm was in debt for $30,000. What is Pasha's liability as a limited partner? A) $20,000 B) $30,000 C) $5,000 D) $10,000

D) $10,000 (same amount of $$ that was invested into it)

In a limited partnership, the limited partners and the general partner must sign: _______. A) a certificate of business that is given to all business form B) a certificate of limited partnership that must be filed with the Department of Labor C) the articles of incorporation D) a certificate of limited partnership and file it with the Secretary of State

D) a certificate of limited partnership and file it with the Secretary of State

The formation of a limited partnership must follow: _______. A) no particular rules or laws other than common la B) very specific guidelines from the UCC C) specific federal guidelines D) specific statutory requirements

D) specific statutory requirements

True or False: A limited partner is also an agent of the partnership.

False- the general agent acts as the agent

According to RULPA, a limited partnership can be dissolved for several reasons. Identify them. (Check all that apply.) - An act of the court - The completion of the objective established in the certificate of limited partnership - The withdrawal of any of the limited partners - The written consent of any one partner for dissolution - The expiration of the term established in the certificate of limited partnership

- An act of the court - The completion of the objective established in the certificate of limited partnership - The expiration of the term established in the certificate of limited partnership

A limited partner's limited personal liability depends on the partner maintaining three conditions. Identify them. (Check all that apply.) - The limited partner's surname is not part of the partnership name. - The limited partner has complied in good faith with the requirement that a certificate of limited partnership is filed. - The limited partner participates in the day-to-day management of the business. - The limited partner does not participate in the control of the business. - The limited partner assumes complete personal responsibility for the debts of the limited partnership.

- The limited partner's surname is not part of the partnership name. - The limited partner has complied in good faith with the requirement that a certificate of limited partnership is filed. - The limited partner does not participate in the control of the business.

In the context of RULPA, which of the following are reasons that can lead to the dissolution of a limited partnership? (Check all that apply.) - A decision of the Secretary of State to dissolve the partnership - The withdrawal of the general partner - The unanimous written consent of all partners (limited and general) - The written consent of at least two clients of the business

- The withdrawal of the general partner - The unanimous written consent of all partners (limited and general)

The law that oversees the dissolution of a limited partnership is: _______. A) RULPA B) SEC C) UPA D) RUPA

A) RULPA

A partner who wrongfully dissolves a partnership does not have the right to ______. A) demand the winding-up process B) pay debts to the creditors of the partnership C) complete unfinished partnership business D) sue the other partners for malpractice

A) demand the winding-up process

In a limited partnership, a general partner has: _______. A) management responsibility for the partnership and assumes unlimited personal liability for the debts of the partnership B) personal liability for the debts of the partnership, but not management responsibilities of the firm C) management responsibility for the partnership, but assumes no personal liability for the debts of the partnership D) no managerial responsibility for the partnership or personal liability for the debts of the firm

A) management responsibility for the partnership and assumes unlimited personal liability for the debts of the partnership

The UPA defines the winding-up of a partnership as the act of completing unfinished partnership business, _______. A) collecting separation fees from third parties and giving fair notice to the other partners B) collecting and paying debts, collecting partnership assets, and taking inventory of the business C) collecting and paying debts of third party clients and their business only D) collecting and paying all staff wages and benefits and completing the termination of staff employees

B) collecting and paying debts, collecting partnership assets, and taking inventory of the business

Identify a true statement about limited partners. A) They are forbidden from bringing a suit on behalf of the limited partnership if the general partner fails to do so. B) They often recover their investment after general partners do. C) They generally have all the rights given to partners in general partnerships. D) They have unlimited personal liability for the debts of the partnership.

C) They generally have all the rights given to partners in general partnerships.