BLAW 371 Chapter 12

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A _____________ is one whose shares are held by one shareholder or a small group of shareholders. a. close corporation b. small corporation c. limited corporation d. shared corporation e. nonprofit corporationA is one whose shares are held by one shareholder or a small group of shareholders. a. close corporation b. small corporation c. limited corporation d. shared corporation e. nonprofit corporation

A corporation in which the shares are held by one shareholder or a small group of shareholders and the stock is not actively traded is a: a. close corporation b. small corporation c. limited corporation d. shared corporation e. nonprofit corporation

A reason the corporate status is often chosen is: a. corporations have the status of a legal person b. the Civil Rights Act of 1964 does not apply to corporations c. shareholders have the right to instruct management d. directors are immune from liability suits e. none of the other choices are true

Electing a board of directors, enacting the corporation's bylaws, and issuing the corporation's stock are all things that occur: a. after the state has issued the corporation's certificate of incorporation b. before the state has issued the corporation's certificate of incorporation c. before the state has issued the corporation's articles of incorporation d. before the application for a certificate of incorporation e. these things can occur at anytime

In Ironite Products v. Samuels, where a major shareholder (Samuels) of Ironite sued, contending the bylaws had been violated, the appeals court held that: a. there was no fraud, the directors followed the rules, so he had no suit b. while there was no fraud, the directors did not follow the bylaws properly, so the changes made to the corporation would have to be reconsidered c. the bylaws had been violated, so Samuels was due full fair market value of his shares d. the directors violated their duty to the corporation so would be removed from control and Samuels would take control of the company e. none of the other choices

______________ are those with stock traded on a stock exchange and, therefore, are likely to have many shareholders. a. Publicly held corporations b. Privately held corporations c. Close corporations d. Real corporations e. Traded corporations

During the course of a partnership's winding-up process, the partners owe each other: A) a duty to disclose all finances of the partnership B) a duty to compete fully C) a duty to refrain from termination D) a duty of discounting E) a duty to mitigate

A) a duty to disclose all finances of the partnership

A limited partnership is usually dissolved by the bankruptcy of: A) a general partner, but not a limited partner B) either a general partner or a limited partner C) a limited partner, but not a general partner D) the secretary of state E) neither a general partner nor a limited partner

A) a general partner, but not a limited partner

In most circumstances, a partnership is now treated as: A) a legal entity B) a special entity with no ability to sue or be sued C) a proxy D) a sole proprietorship E) none of the other choices are correct

A) a legal entity

Which of the following apply to a sole proprietorship: A) a person is in business for himself B) no government license usually required C) no tax return required in the name of the business D) a person is in business for himself and no government license usually required E) none of the other choices

A) a person is in business for himself

A general partnership is: A) an association of two or more persons to carry on a business as co-owners for a profit B) an association of two or more companies that help each other with business, but do not share profits C) an understanding between a supplier and a distributor D) a merger of two corporations E) none of the other choices are correct

A) an association of two or more persons to carry on a business as co-owners for a profit

A ______________ is an artificial person, or legal entity, created under state law: A) corporation B) limited partnership C) legal partnership D) sole proprietorship E) business

A) corporation

Coca-Cola, Microsoft and General Motors are all examples of: A) corporations B) limited partnerships C) legal partnerships D) sole proprietorships E) none of the other choices are correct

A) corporations

A complete termination comes about only after the partnership has been __________ and its affairs have been wound up: A) dissolved B) disillusioned C) standardized D) reorganized E) finalized

A) dissolved

Limited partners are investors who: A) may not participate in management of the business B) are liable for all debts of the limited partnership C) may take an active role in the management of the business D) all of the other specific choices E) none of the other choices

A) may not participate in management of the business

In a sole proprietorship, the capital usually: A) must come from the owner's own resources or be borrowed B) comes from the government C) comes from investors D) comes from the stock market E) comes from taxes

A) must come from the owner's own resources or be borrowed

The articles of incorporation usually include all of the following except: A) name of the CEO B) address of the corporation C) purpose of the business D) classes of stock to be issued E) all of the other choices are included

A) name of the CEO

A partnership can begin with either a(n) _________ or a(n) __________ : A) oral agreement; implied agreement B) oral agreement; false agreement C) oral agreement; forced agreement D) implied agreement; default agreement E) implied agreement; loan agreement

A) oral agreement; implied agreement

There are __________ businesses in the United States: A) over 30 million B) under 20 million C) over 50 million D) less than 500,000 E) too many

A) over 30 million

The majority of businesses in the United States are: A) sole proprietorships B) non-taxable C) corporations D) non-profit E) partnerships

A) sole proprietorships

Today a corporation must be created according to: A) state law B) common law C) the Uniform Incorporation Act D) the U.P.A. E) federal statutory provisions

A) state law

Under traditional common law rules, if you wanted to sue a partnership you had to: A) sue each partner individually B) sue the partnership as a group C) sue the state on behalf of the partnership D) have the state sue the partnership E) wait until the partnership was incorporated to sue

A) sue each partner individually

The name and address of a corporation, the name and address of the corporation's registered agent, and the purpose of the business are all examples of things that are generally included in: A) the articles of incorporation B) the articles of sale C) the articles of business D) the articles of legitimacy E) the articles of profit

A) the articles of incorporation

In a sole proprietorship, the owner is: A) the business B) a corporation C) a subsidiary D) a partnership E) an amalgamation

A) the business

Which of the following is a right of a limited partner in a limited partnership: A) the right to see the partnership books B) the right to make hiring decisions C) the right to take an active role in managing the business D) both a and b are rights of a limited partner E) none of the other specific choices are rights of a limited partner

A) the right to see the partnership books

The dissolution of a partnership occurs: A) when an event takes place that precludes the partners from continuing in business B) during the process of completing any unfinished business of the partnership C) during the collection and distribution of the partnership's assets D) when a certificate of limited partnership is executed E) none of the other choices

A) when an event takes place that precludes the partners from continuing in business

A corporation consists of legally distinct groups, not including: a. shareholders b. stakeholders c. directors d. managers e. all of the other choices are included

A corporation is recognized under both federal and state law as a "person" and: a. enjoys all of the same rights and privileges accorded to U.S. citizens in about half the states b. enjoys some of the same rights and privileges accorded U.S. citizens c. enjoys none of the same rights and privileges accorded to U.S. citizens d. enjoys all of the same rights and privileges accorded to U.S. citizens e. none of the other choices are correct

Shareholders of a corporation have: a. no right to see the corporation's books and records b. limited rights to see the corporation's books and records c. no rights to see the corporation's books and records in some states, but not others d. limited rights to see the corporation's books and records in some states, but not others e. none of the other choices are correct

The ___________ provides "default rules" that determine the operation of partnerships when the partnership agreement is silent or where there is no formal agreement among the partners: A) Revised Uniform Proprietorship Act B) Revised Uniform Partnership Act C) Revised Real Partnership Act D) Revised Unified Partnership Act E) Revised Universal Partnership Ac

B) Revised Uniform Partnership Act

Compared to the U.S., new businesses in Japan: A) are created more frequently than they are in the U.S. B) are created much less frequently than they are in the U.S. C) are greatly encouraged by banking regulations D) are greatly encouraged by Japanese tax rates E) may operate with less money than U.S. businesses

B) are created much less frequently than they are in the U.S.

Under traditional common law rules, a partnership: A) was always treated as a single legal entity B) generally was not treated as a single legal entity C) had the same legal personality as a corporation D) was forbidden under the law E) could only be formed with the consent of the state

B) generally was not treated as a single legal entity

In a sole proprietorship, profits are taxed to the: A) corporate owner of the proprietorship B) individual owner of the proprietorship C) general partners D) state E) none of the other choices

B) individual owner of the proprietorship

A certification of incorporation from the government: A) gives a business monopoly privileges B) is necessary for a corporation to be recognized legally C) must be obtained by all limited partnerships D) is necessary or a corporation to be recognized legally and must be obtained by all limited partnerships E) none of the other choices

B) is necessary for a corporation to be recognized legally

Which of the following is not true about a partnership? A) it must be owned by two or more people B) it is always an independent legal entity C) partners co-own the business D) partners share control over the business operation E) all of the other choices are true

B) it is always an independent legal entity

A business organization in which some of the partners are not liable for partnership debts is called a: A) no liability partnership B) limited liability partnership C) partial liability partnership D) local liability partnership E) unlimited liability partnership

B) limited liability partnership

A business organization made up of two or more persons who have entered into an agreement to carry on a business venture for a profit, and not all persons have the right to participate in management decisions is a: A) proprietorship B) limited partnership C) cooperative D) general partnership E) none of the other choices

B) limited partnership

The articles of incorporation usually provide all of the following except: A) name of the corporation B) names of all shareholders C) name of the registered agent D) classes of stock being issued E) all of the other choices must be provided

B) names of all shareholders

Gary and Sue start a consulting firm. They are co-owners of it and have joint control over its operation and the right to share in its profits. Their organization is most likely a: A) proprietorship B) partnership C) business trust D) corporation E) syndicate

B) partnership

In the final dispersal of the assets of the limited partnership, creditors' rights: A) do not precede partners' rights B) precede partners' rights C) are immaterial D) precede some precede partners' rights, but not others E) only precede general partners' rights

B) precede partners' rights

A person doing business for himself or herself is a(n): A) single proprietor B) sole proprietor C) only proprietor D) partner E) general proprietor

B) sole proprietor

A change in the relationship of the partners that shows an unwillingness or an inability to continue with business may bring about of the partnership: A) finalization B) termination C) composition D) revitalization E) retaliation

B) termination

A written partnership agreement typically specifies the following except: A) the ownership interests of the partners B) that the partnership will be established under federal or state law C) the name of the partnership business D) the procedures for dissolution of the partnership E) the method of accounting to be used

B) that the partnership will be established under federal or state law

Corporations have existed for centuries, but the modern "liberal" general incorporation statutes were first passed in: A) the late 1700s B) the 1930s C) the 1950s D) the 1960s E) none of the other choices

B) the 1930s

Which of the following are not required to be in a certificate of limited partnership: A) the type or character of the business B) the business positions to be held by each partner C) the proportion of profits to be earned by each partner D) the business positions to be held by each partner and the proportion of profits to be earned by each partner E) the business positions to be held by each partner and the proportion of profits to be earned by each partner and the proportion of profits to be earned by each partner

B) the business positions to be held by each partner

Corporations have existed for centuries, but the modern "liberal" general incorporation statutes were first passed in: A) the late 1700s B) the late 1800s C) the 1930s D) the 1950s E) the 1960s

B) the late 1800s

A disadvantage of the sole proprietorship form is often: A) business profits are taxed to the owner personally B) the limited alternatives for raising financial capital C) the owner has sole responsibility for control, liabilities, and management D) the record keeping formalities of the business are within the owner's discretion E) none of the other choices

B) the limited alternatives for raising financial capital

A disadvantage of the sole proprietorship form is often: A) business profits are taxed to the owner personally B) the owner is personally liable for all the business debts C) the owner has sole responsibility for control, liabilities, and management D) the record keeping formalities of the business are within the owner's discretion E) none of the other choices

B) the owner is personally liable for all the business debts

Which of the following is a right of a limited partner in a limited partnership: A) the right to make hiring decisions B) the right to participate in the dissolution of the business C) the right to take an active role in managing the business D) both a and b are rights of a limited partner E) none of the other specific choices are rights of a limited partner

B) the right to participate in the dissolution of the business

A corporation separates: a. ownership from responsibility b. ownership from profit c. ownership from control d. control from losses e. control from profits

After reviewing a corporation's application, the state issues a: a. certificate of business b. certificate of taxes c. certificate of incorporation d. certificate of institution e. certificate of corporation

The are the "rules" that regulate and govern the internal operations of the corporation. a. the certificate of incorporation b. the bond c. the bylaws d. statutes of business e. the corporate constitution

The owners of a corporation are called: a. partners b. officers c. shareholders d. principals e. none of the other choices

The rules that regulate and govern the internal operations of a corporation are known as: a. the certificate of incorporation b. the bond c. the bylaws d. statutes of business e. the corporate constitution

Which of the following statements about a corporation is true? Corporations are not entitled to constitutionally protected: a. free speech b. equal protection c. privileges against self-incrimination d. freedom from unreasonable searches and seizures e. none of the other choices are true

In general, if a partnership agreement does not specify what happens in case of the death or departure of a partner, one looks to: A) Federal Partnership Act B) Robinson-Patman Act C) Uniform Partnership Act D) Partnership Termination Act E) Partnership Operation Act

C) Uniform Partnership Act

Partners in a partnership owe each other: A) direct interest responsibility B) a duty to contribute direct assets C) a fiduciary duty D) a duty of ordinary care E) none of the other choices

C) a fiduciary duty

Which of the following statement(s) is (are) true?: A) a partnership may consist entirely of limited partners B) a limited partner may exercise control over the business in proportion to his interest in it C) a limited partnership must have at least one general partner D) all of the other specific choices are true E) none of the other choices

C) a limited partnership must have at least one general partner

General partners in a limited partnership: A) have no liability B) have limited liability C) are personally liable to the partnership's creditors D) are personally liable to the secretary of state E) are personally liable to the partnership's creditors only if they choose to be

C) are personally liable to the partnership's creditors

In most states a limited partnership does not have to file what information with the appropriate state official?: A) name of the business B) names and addresses of all partners C) bankruptcy history of each partner D) the share of profits to be paid to each partner E) all of the other choices must be filed

C) bankruptcy history of each partner

The duty of partners to a partnership is: A) to elect one partner as managing partner B) to place the assets in a blind trust C) based on extraordinary trust and loyalty to the partnership D) to elect one partner as managing partner and is based on extraordinary trust and loyalty to the partnership E) to elect one partner as managing partner and to place the assets in a blind trust and is based on extraordinary trust and loyalty to the partnership

C) based on extraordinary trust and loyalty to the partnership

Unless the limited partnership agreement holds otherwise, when a limited partnership is dissolved the limited partners receive their share of the profits and their capital contributions: A) after the general partners get theirs B) after the general partners, but before the creditors C) before general partners receive anything D) before creditors receive anything E) none of the other choices are correct

C) before general partners receive anything

Limited partners are similar to corporate shareholders in that: A) both have unlimited liability B) there is no liability for either C) both are liable to the extent of their investment D) there must be one general partner E) none of the other choices

C) both are liable to the extent of their investment

Dissolution of a partnership takes place, unless otherwise provided for by contract, in the following instances except: A) bankruptcy of a partner B) withdrawal of a partner C) change in financial condition of a partner D) death of a partner E) all of the other choices would require dissolution

C) change in financial condition of a partner

A ____________ requires that each partner act in good faith for the benefit of the partnership: A) partnership relationship B) contractual relationship C) fiduciary relationship D) contractual promise E) none of the other choices are correct

C) fiduciary relationship

The modern corporation was developed: A) in England in the Middle Ages B) in Italy during the Renaissance C) in the United States during the eighteenth century D) in Germany during the nineteenth century E) in New York during the early twentieth century

C) in the United States during the eighteenth century

In a limited partnership the ________________ are investors who may not participate in managing the business: A) restricted partners B) general partners C) limited partners D) nonvoting partners E) real partners

C) limited partners

The business organization that has at least one general partner and other investors who have limited liability is a: A) corporation B) general partnership C) limited partnership D) limited liability company E) proprietorship

C) limited partnership

Unless otherwise stated by contract, the law of partnership presumes which of the following not to be true?: A) each partner has an equal voice in partnership management B) a majority vote controls ordinary business decisions C) only managing partners are fully responsible for debts of the partnership D) regardless of the amount invested in the partnership, each partner has an equal vote E) all of the other choices are true

C) only managing partners are fully responsible for debts of the partnership

In general, limited partners lose their limited liability status by: A) being a limited partner in another partnership B) denying association with the partnership C) participating in managerial decisions in the partnership D) being a partner in another partnership or by participating in managerial decisions in the partnership E) being a partner in another partnership or by participating in managerial decisions in the partnership or by denying association with the partnership

C) participating in managerial decisions in the partnership

A ____________ is an association of two or more persons to carry on a business as co-owners for profit: A) proprietorship B) corporation C) partnership D) cooperative E) all of the other choices

C) partnership

The most common form of business organization is: A) joint venture B) partnership C) proprietorship D) corporation E) none of the other choices

C) proprietorship

A person doing business for herself is a ___________ ; the business is a ____________: A) partner; partnership B) general partner; limited partnership C) sole proprietor; proprietorship D) shareholder; corporation E) member; syndicate

C) sole proprietor; proprietorship

The ____________ of partnership affairs involves completing any unfinished business and then collecting and distributing the partnership's assets: A) winding down B) resetting C) winding up D) terminating E) dissolution

C) winding up

A close corporation is one: a. with a pending application for incorporation b. with stock that can only be traded with other corporations c. that is in the process of dissolution d. that has a small number of stockholders e. that issues only preferred stock

Shareholders of a corporation: a. manage the corporation b. delegate responsibility for management to hired managers c. elect all vice presidents of the corporation d. vote on matters that may effect a change in the corporation's structure e. issue the employment rules of a corporation

Shareholders, the board of directors and the managers are the three major groups that make up: a. a limited partnership b. a sole proprietorship c. a joint partnership d. a corporation e. a nonprofit organization

Which of the following occur after the state has issued a corporation its certificate of incorporation: a. electing a board of directors b. enacting the corporation's bylaws c. issuing the corporation's stock d. all of the other specific choices are correct e. none of the other specific choices are correct

Whom of the following must follow a corporation's bylaws in conducting corporate activities: a. shareholders b. directors c. officer of the corporation d. all of the other specific choices are correct e. none of the other specific choices are correct

In Zhou v. Bickley, Zhou helped Bickley start a motorcycle repair shop. When they got into a dispute later, the courts held that: A) Zhou and Bickley were partners, so each was owed the fair market value of his share in the organization B) Bickley was a partner but breached his duty to Zhou by not working, so could be fired from the partnership C) Bickley was not a partner, he was an employee subject to wrongful dismissal and could sue for damages for that D) Zhou and Bickley were not partners, Bickley owed Zhou for money received to start the business run by Bickley E) none of the other choices

D) Zhou and Bickley were not partners, Bickley owed Zhou for money received to start the business run by Bickley

A limited partnership is different from a general partnership because: A) a limited partnership can have only two people in active management B) there are limits to annual capital gains in limited partnership C) all partners in a limited partnership must actively participate in major managerial decisions D) a limited partnership may have only one general partner E) none of the other choices

D) a limited partnership may have only one general partner

A sole proprietorship comes into existence when: A) a person in business hires at least one employee B) two or more persons join together to work at a business C) a charter is received from the secretary of state D) a person begins to do business for herself E) when a federal tax identification number is issued for the business

D) a person begins to do business for herself

Which of the following could lead to the dissolution of a partnership: A) withdrawal of a partner B) death of a partner C) bankruptcy of a partner D) all of the other specific choices are correct E) none of the other specific choices are correct

D) all of the other specific choices are correct

Which of the following is a decision that would most likely require the consent of all partners: A) changing the nature of the partnership's business B) admitting new partners C) selling the business D) all of the other specific choices are correct E) none of the other specific choices are correct

D) all of the other specific choices are correct

In general, a corporation's, along with an application, must be filed with the appropriate state office, along with payment of a fee to create a corporation: A) certificate of incorporation B) proof of funding C) certificate of credit D) articles of incorporation E) documents of incorporation

D) articles of incorporation

Which of the following is a right of a limited partner in a limited partnership: A) the right to see the partnership books B) the right to participate in the dissolution of the business C) the right to take an active role in managing the business D) both a and b are rights of a limited partner E) none of the other specific choices are rights of a limited partner

D) both a and b are rights of a limited partner

Which of the following is a disadvantage of a sole proprietorship: A) business profits are taxed to the owner personally B) the owner is personally liable for all the business debts C) the limited alternatives for raising financial capital D) both b and c are disadvantages of a sole proprietorship E) both a and c are disadvantages of a sole proprietorship

D) both b and c are disadvantages of a sole proprietorship

In Japan small businesses are: A) greatly favored by the government B) exempt from most taxes C) considered very desirable places to work D) considered less desirable places to work E) formed at a much faster rate than in the United States

D) considered less desirable places to work

In Japan small businesses are: A) greatly favored by the government B) exempt from most taxes C) considered very desirable places to work D) discriminated against by government policy E) formed at a much faster rate than in the United States

D) discriminated against by government policy

A(n) ___________ is any name other than the name of the individual who owns the business: A) fake name B) illegitimate name C) false name D) fictitious name E) confusing name

D) fictitious name

Which of the following is not true about the termination of a limited partnership? A) the bankruptcy of a limited partner does not force termination B) the business may continue to operate during dissolution C) creditors' rights come before partners' rights to funds D) limited and general partners share assets equally at the same time after the creditors are paid E) all of the other choices are true

D) limited and general partners share assets equally at the same time after the creditors are paid

To create a corporation: A) articles of incorporation and an application must first be filed with the federal government B) the federal government issues a certificate of incorporation, which must be filed with an application to do business in the relevant states C) the incorporators must hold a public organization meeting, then file articles of incorporation D) the corporation's articles of incorporation are filed with the appropriate officer of the state E) none of the other choices

D) the corporation's articles of incorporation are filed with the appropriate officer of the state

A ________________ is one whose shares are held by one shareholder or a small group of shareholders. a. nonprofit corporation b. small corporation c. limited corporation d. shared corporation e. none of the other choices are correct

A close corporation is one: a. with a pending application for incorporation b. with stock that can only be traded with other corporations c. that is in the process of dissolution d. that issues only preferred stock e. none of the other choices

A corporation consists of: a. shareholders b. board of directors c. officers or managers d. shareholders and board of directors e. shareholders, board of directors, and officers or managers

A corporation in which the shares are held by one shareholder or a small group of shareholders and the stock is not actively traded is a: a. nonprofit corporation b. small corporation c. limited corporation d. shared corporation e. none of the other choices are correct

After reviewing a corporation's application, the state issues a: a. certificate of business b. certificate of taxes c. certificate of corporation d. certificate of institution e. none of the other choices are correct

Electing a board of directors, enacting the corporation's bylaws, and issuing the corporation's stock are all things that occur: a. these things can occur at anytime b. before the state has issued the corporation's certificate of incorporation c. before the state has issued the corporation's articles of incorporation d. before the application for a certificate of incorporation e. none of the other choices are correct

In Ironite Products v. Samuels, where a major shareholder (Samuels) of Ironite sued, contending the bylaws had been violated, the appeals court held that: a. the directors committed fraud and would be removed from the board and a new board would be elected under court supervision b. while there was no fraud, the directors did not follow the bylaws properly, so the changes made to the corporation would have to be reconsidered c. the bylaws had been violated, so Samuels was due full fair market value of his shares d. the directors violated their duty to the corporation so would be removed from control and Samuels would take control of the company e. none of the other choices

Legally, shareholders of a corporation must: a. manage the corporation b. delegate responsibility for management to hired managers c. elect all vice presidents of the corporation d. issue the employment rules of a corporation e. none of the other choices

Shareholders, the board of directors and the managers are the three major groups that make up: a. a limited partnership b. a sole proprietorship c. a joint partnership d. a nonprofit organization e. none of the other choices are correct

The _______________ are the "rules" that regulate and govern the internal operations of the corporation. a. the certificate of incorporation b. the bond c. the corporate constitution d. statutes of business e. none of the other choices are correct

The rules that regulate and govern the internal operations of a corporation are known as: a. the certificate of incorporation b. the bond c. the corporate constitution d. statutes of business e. none of the other choices

Which of the following statements about a corporation is true? Corporations are not entitled to: a. free speech b. equal protection c. right of access to courts d. freedom from unreasonable searches and seizures e. none of the other choices are true

________________ are those with stock traded on a stock exchange and, therefore, are likely to have many shareholders. a. Traded corporations b. Privately held corporations c. Close corporations d. Real corporations e. none of the other choices are correct

A partnership can begin with: A) an implied agreement that can be inferred from the conduct of the parties doing business B) a written agreement C) an oral agreement D) a written agreement or an oral agreement only E) a written agreement or an oral agreement or an implied agreement that can be inferred from the conduct of the parties doing business

E) a written agreement or an oral agreement or an implied agreement that can be inferred from the conduct of the parties doing business

The articles of incorporation usually include all of the following except: A) classes of stock to be issued B) address of the corporation C) purpose of the business D) address of the corporation and the purpose of the business only are included E) address of the corporation and the purpose of the business and classes of stock to be issued are included

E) address of the corporation and the purpose of the business and classes of stock to be issued are included

Which of the following must be contained in a certificate of limited partnership under the Uniform Limited Partnership Act: A) contributions of each partner B) names and addresses of each general and limited partner C) the address of an agent who is designated to receive legal process D) the proportion of the profits that each partner is entitled to receive E) all of the other choices are correct

E) all of the other choices are correct

Which of the following must be contained in a certificate of limited partnership under the Uniform Limited Partnership Act: A) name of the business B) type or character of the business C) the address of an agent who is designated to receive legal process D) duration of the limited partnership E) all of the other choices are correct

E) all of the other choices are correct

Unless otherwise stated by contract, the law of partnership presumes which of the following not to be true?: A) each partner has an equal voice in partnership management B) a majority vote controls ordinary business decisions C) profits are to be divided among the partners D) regardless of the amount invested in the partnership, each partner has an equal vote E) all of the other choices are true

E) all of the other choices are true

A written partnership agreement typically specifies the following except: A) the ownership interests of the partners B) the method of accounting to be used C) the name of the partnership business D) the procedures for dissolution of the partnership E) all of the other choices are usually included in the agreement

E) all of the other choices are usually included in the agreement

In most states a limited partnership does not have to file what information with the appropriate state official?: A) name of the business B) names and addresses of all partners C) contributions each partner has made D) the share of profits to be paid to each partner E) all of the other choices must be filed

E) all of the other choices must be filed

Which of the following is usually included in the articles of incorporation: A) name and address of the corporation B) name and address of the corporation's registered agent C) purpose of the business D) names and addresses of the incorporators E) all of the other specific choices are correct

E) all of the other specific choices are correct

Which of the following are usually included in a written partnership agreement: A) name of the partnership B) the allocation of ownership shares C) accounting rules D) voting rights of the partners E) all of the other specific choices are usually included

E) all of the other specific choices are usually included

Which of the following are usually included in a written partnership agreement: A) place and date of formation B) the distribution of profits C) priority rights in payments D) how partnership shares will be valued E) all of the other specific choices are usually included

E) all of the other specific choices are usually included

Which of the following are usually included in a written partnership agreement: A) state law that applies to the partnership B) contributions of the partners C) limits on transfers of partnership shares D) how partnership shares will be valued E) all of the other specific choices are usually included

E) all of the other specific choices are usually included

Dissolution of a partnership takes place, unless otherwise provided for by contract, in the following instances except: A) bankruptcy of a partner B) withdrawal of a partner C) death of a partner D) withdrawal or death of a partner only E) bankruptcy, withdrawal or death of a partner

E) bankruptcy, withdrawal or death of a partner

The dissolution of a partnership may occur: A) if a partner is found to be bankrupt B) if the business of the partnership is made unlawful C) if a partner dies D) if a partner is found to be bankrupt or if a partner dies E) if a partner is found to be bankrupt or if a partner dies or if the business of the partnership is made unlawful

E) if a partner is found to be bankrupt or if a partner dies or if the business of the partnership is made unlawful

The owner of a sole proprietorship: A) is legally the same as the business B) is taxed the same as the business C) may hire any number of employees D) is legally the same as the business and is taxed the same as the business E) is legally the same as the business and is taxed the same as the business and may hire any number of employees

E) is legally the same as the business and is taxed the same as the business and may hire any number of employees

A person doing business for herself is a _____________ ; the business is a ___________: A) partner; partnership B) general partner; limited partnership C) member; syndicate D) shareholder; corporation E) none of the other choices

E) none of the other choices

A sole proprietorship comes into existence when: A) a person in business hires at least one employee B) two or more persons join together to work at a business C) a charter is received from the secretary of state D) when a federal tax identification number is issued for the business E) none of the other choices

E) none of the other choices

During the course of a partnership's winding-up process, the partners owe each other: A) a duty to mitigate B) a duty to compete fully C) a duty to refrain from termination D) a duty of discounting E) none of the other choices

E) none of the other choices

In Zhou v. Bickley, Zhou helped Bickley start a motorcycle repair shop. When they got into a dispute later, the courts held that: A) Zhou and Bickley were partners, so each was owed the fair market value of his share in the organization B) Bickley was a partner but breached his duty to Zhou by not working, so could be fired from the partnership C) Bickley was not a partner, he was an employee subject to wrongful dismissal and could sue for damages for that D) Zhou and Bickley were partners, as Zhou provided funds needed to start the business that was largely run by Bickley E) none of the other choices

E) none of the other choices

In a sole proprietorship, the owner is: A) the business B) a corporation C) a subsidiary D) a partnership E) none of the other choices

E) none of the other choices

In general, if a partnership agreement does not specify what happens in case of the death or departure of a partner, one looks to: A) Federal Partnership Act B) Robinson-Patman Act C) Partnership Operation Act D) Partnership Termination Act E) none of the other choices

E) none of the other choices

Limited partners are investors who: A) must have a net worth of at least $200,000 B) are liable for all debts of the limited partnership C) may take an active role in the management of the business D) all of the other specific choices E) none of the other choices

E) none of the other choices

Limited partners are similar to corporate shareholders in that: A) both have unlimited liability B) there is no liability for either C) tax rates are the same D) there must be one general partner E) none of the other choices

E) none of the other choices

The modern corporation was developed: A) in England in the Middle Ages B) in Italy during the Renaissance C) in New York during the early twentieth century D) in Germany during the nineteenth century E) none of the other choices

E) none of the other choices

The oldest and simplest form of business organization is: A) joint venture B) partnership C) syndicate D) cooperative E) none of the other choices

E) none of the other choices

To create a corporation: A) articles of incorporation and an application must first be filed with the federal government B) the federal government issues a certificate of incorporation, which must be filed with an application to do business in the relevant states C) the incorporators must hold a public organization meeting, then file articles of incorporation D) the federal government issues a certificate of incorporation, which must be filed with an application to do business in the relevant states, and the incorporators must hold a public organization meeting, then file articles of incorporation E) none of the other choices

E) none of the other choices

Under traditional common law rules, a partnership: A) was always treated as a single legal entity B) could only be formed with the consent of the state C) had the same legal personality as a corporation D) was forbidden under the law E) none of the other choices

E) none of the other choices

Under traditional common law rules, if you wanted to sue a partnership you had to: A) wait until the partnership was incorporated to sue B) sue the partnership as a group C) sue the state on behalf of the partnership D) have the state sue the partnership E) none of the other choices

E) none of the other choices

Which of the following statement(s) is (are) true?: A) a partnership may consist entirely of limited partners B) a limited partner may exercise control over the business in proportion to his interest in it C) a partnership must obtain a charter from the state to be recognized as a legal entity D) all of the other specific choices are true E) none of the other choices

E) none of the other choices

A ___________ is an association of two or more persons to carry on a business as co-owners for profit: A) proprietorship B) corporation C) sole proprietorship D) cooperative E) none of the other choices are correct