Blaw chapter 35
General partners of an LLLP ______ have personal liability for the debts and obligations of the LLLP.
do not
what information does NOT need to be included in the certificate of limited partnership?
highest formal educational attainment of each of the general partners
A limited partnership must have one or more
limited partners
Before transacting business in a foreign state, a foreign limited partnership must file an application for registration with that state's _____.
secretary of state
A limited partnership is also known as a(n) _____.
special partnership
T/F A limited partnership cannot have more than one general partner.
False
T/F A limited partnership must have one or more limited partners.
True
partner should not act adversely to the interests of the partnership, this is the duty of
loyalty
The RULPA identifies the types of activities that a limited partner may engage in without losing his or her limited liability. These activities include:
- being an employee of the limited partnership - being an agent of the limited partnership - being a consultant to a general partner regarding the limited partnership - being a contractor of the limited partnership
in the distribution of the assets of a limited partnership on the winding up of the partnership:
Creditors of the limited partnership are entitled to first priority.
Under the RULPA, all EXCEPT which of the following events cause the dissolution of a limited partnership? A. the end of the life of the limited partnership as specified in the certificate of limited partnership B. the withdrawal of a general partner C. the failure to generate a profit in any given fiscal or calendar year D. the written consent of all general and limited partners E. the entry of a decree of dissolution
the failure to generate a profit in any given fiscal or calendar year
The creation of a limited partnership is:
formal and requires public disclosure.
A limited partnership has two types of partners: _____.
general and limited
A ____________________ can manage the affairs of an LLLP but not be personally responsible for the debts of the LLLP.
general partner
The Uniform Limited Partnership Act (2001) permits:
limited partners to participate in the management of the LLLP without becoming personally liable for the debts and obligations of the limited partnership.
breach of duty of care is:
negligence
is An LLLP is a type of general partnership?
no
Limited partners of an LLLP _______ have personal liability for the debts and obligations of the LLLP.
do not
T/F A partner who winds up the affairs of a limited partnership has fewer rights than a partner winding up a general partnership.
False
T/F A limited partnership is required by law to keep copies of financial statements older than three years
False
T/F Once a limited partnership has been formed, a new limited partner cannot be admitted.
False
Which of the following is an INCORRECT statement regarding a limited partnership? A. A limited partnership has two types of partners: general and specific. B.General partners in a limited partnership invest capital, manage the business, and are personally liable for partnership debts. C.A limited partnership is also known as a special partnership. D.Limited partners in a limited partnership invest capital but do not participate in management and are not personally liable for partnership debts beyond their capital contributions. E.A limited partnership must have one or more general partners.
A limited partnership has two types of partners: general and specific.
Under the Revised Uniform Limited Partnership Act, all of the following events cause the dissolution of a limited partnership EXCEPT? A. the end of the life of the limited partnership, as specified in the certificate of limited partnership B. the written consent of all general and limited partners C. any substantive change in the limited partnership's business plan D. the withdrawal of a general partner E. the entry of a decree of judicial dissolution
any substantive change in the limited partnership's business plan
A limited partnership agreement is also called the _____.
articles of limited partnership
In a limited partnership, limited partners are not personally liable for partnership debts beyond their _____.
capital contributions
Limited partners are liable only for the debts and obligations of the limited partnership up to their _____.
capital contributions
The RULPA identifies the types of activities that a limited partner may engage in without losing his or her limited liability. These activities include all EXCEPT which of the following? A. being an advisor to a general partner regarding the limited partnership B. approving an amendment to the limited partnership agreement C. acting as a surety for the limited partnership D. committing a tort outside the course and scope of the limited partnership E. disapproving an amendment to the limited partnership agreement
committing a tort outside the course and scope of the limited partnership
According to the RULPA, what of the following has priority in the order of distribution of assets of a limited partnership?
creditors of the limited partnership
_____ formation occurs when: 1) a certificate of limited partnership is not properly filed; 2) there are defects in a certificate that is filed; or 3) some other statutory requirement for the creation of a limited partnership is not met.
defective
On the _____ and the commencement of the winding up of a limited partnership, a certificate of cancellation must be filed by the limited partnership with the secretary of state of the state in which the limited partnership is organized.
dissolution
The debts of an LLLP are solely the responsibility of:
the partnership
The general partners of a limited partnership have _____ liability for the debts and obligations of the limited partnership.
unlimited
A limited partnership must _____ its affairs on dissolution.
wind up
A limited liability limited partnership must identify itself by using _____ after the partnership name.
"L.L.L.P." or "LLLP"
A certificate of _____ is a document that is filed with the _____ on the dissolution of a limited partnership.
cancellation; secretary of state
A limited liability limited partnership (LLLP) may be organized under _____ law by filing articles of _____ with the _____.
state; limited liability limited partnership; secretary of state
