BLAW ch. 17
c. less than one-fifth of the states
Beth and Carol want to form a limited liability company to manage their business, DoReMi Music. Their state has adopted the Uniorm Liability Company Act, which has been adopted in a. all states b. no state c. less than one-fifth of the states d. about half of the states
c. an owner
Dan is a member of eLearning Courses LLC. As a member, Dan is a. a client b. a promoter c. an owner d. a user
c. personal liability
Jess and Keri are members of LLC. In most situations, with respect to Livewire's debts, Jess and Keri are shielded from: a. all liability b. no liability c. personal liability d. "corporate veil" liability
true
a LLP must be formed in compliance with state statutes
false
a limited liability company is a citizen of every state
true
a limited partnership can be dissolved by court decree
false
every limited liability company is a citizen of every state
false
generally, a dissociated member of an LLC has the right to buy his or her interest in the LLC from the other members
true
generally, each state limits the liability of partners in a LLP in some way
false
generally, if a member dissociates from a limited liability company, the other members cannot continue to carry on the LLC's business
false
generally, there are no restrictions on the dissociation by any partner from a limited partnership
false
if a dispute arises and the applicable limited liability company statute does not cover the issue, a court will most likely dismiss the case
false
in a limited liability company, the management may consist of members or nonmembers, but not both
true
in a limited partnership, a general partner's dissociation from the firm normally will lead to dissolution unless all partners agree to continue the business
false
in a limited partnership, every partner has full repsobsibility for the partnership and for all its debts
true
in a limited partnership, limited partners do not have the same rights as general partners to participate in management
false
in many states, an operating agreement is required for a limited liability company to exist
true
limited liability company operating agreements can provide whether formal members' meetings will be held
true
members of a limited liability company can stipulate in their operating agreement how voting rights will be apportioned
true
members of a limited liability company formed in another state the law of the state where the LLC currently does business
false
most states apply to a limited liability company formed in another state the law of the state where the LLC currently does business
false
normally, a member who dissociates from an LLC has the right to force the LLC to dissolve
true
some states have passed laws prohibiting the withdrawal of limited partners from a limited partnership
false
the alter-ego theory cannot be applied to a LLC
false
the death of a limited partner dissolves a limited partnership
false
under most limited liability company statutes, if the members do not specify how profits will be split, they are divided in proportion to the members' capital investment
false
when a limited liability company is dissolved, any member, including those who wrongfully dissociated, may participate in the winding up process
