CHAP 28: Business Entities
The ownership of the LLC is vested in: A) Members B) Shareholders C) Stockholders D) All of the above
A) Members
Registration of the partnership must contain: A) Name of the partnership B) The partners spouses names C) Only the P. O. Box of the partnership D) All of the above
A) Name of the partnership
The annual report must be filed: A) On or before the anniversary date of incorporating B) When the initial report is filed C) When the business license is purchased D) None of the above
A) On or before the anniversary date of incorporating
The registered agents can be all except: A) Residents of another state B) A natural or juridical person C) Authorized in the Articles of Incorporation D) A partnership
A) Residents of another state
What is the simplest form of business entity: A) Sole Proprietorships B) Partnerships C) Tutorship D) Limited Liability Companies
A) Sole Proprietorships
The limited liability company is governed by: A) Title 21, Chapter 22 B) Title 22, Chapter 26 C) Chapter 28 D) None of the above
A) Title 21, Chapter 22
The articles of incorporation have all of the following requirements except: A) Written in any language B) Signed by each incorporator C) Acknowledged by one of the persons who signed the articles or may be executed by authentic act D) Written in English
A) Written in any language
You may use your real name or an assumed name but if you use an assumed name for your sole proprietorship, you must: A) Judicially change your name B) File a certificate of assumed name with the clerk of court where you are domicled C) Do nothing, it is acceptable as is D) None of the above
B) File a certificate of assumed name with the clerk of court where you are domicilied
A general partner: A) Shares equally in the profits and losses but not the personal liability B) Is a single class of partner C) Is not a true partnership D) All of the above
B) Is a single class of partner
When there is only one member in an LLC, the operating agreement: A) Is not required B) Must be in writing C) Can be in another language D) There is no such thing
B) Must be in writing
Incorporates may be: A) Only juridical persons B) Natural and juridical persons C) Juridicial and natural persons D) Onerous and gratuitous persons
B) Natural and juridical persons
The corporation must maintain an office in the state of Louisiana and must have at least how many registered agents? A) There is no requirement to have an agent B) One C) Two D) Four
B) One
The partnership name must include all of the partners if: A) the partners are related B) One of the partners' names is in the name C) There are only two partners D) There are no more than 4 partners
B) One of the partners' names is in the name
The Articles must contain A) Name of the partners B) Par value of shares and taxpayer ID number C) Social security numbers of all partners D) An absolute termination date
B) Par value of shares and taxpayer ID number
The Louisiana term for a limited partnership is: A) Commandant Partners B) Partnership in Commendam C) Partnership in Cognito D) Ordinary Partnership
B) Partnership in Commendam
Who owns the corporation? A) Investment brokers B) Shareholders C) A banking institution D) None of the above
B) Shareholders
Partners can limit the personal liability of partners to their contribution or promised contribution if: A) They are also relatives B) They adopt and register a written partnership agreement C) They orally agree to do so D) All of the above
B) They adopt and register a written partnership agreement
Under what Title of the Louisiana Revised Statutes is the business corporation formed? A) Title X B) Title 12 C) Title 21 D) None of the above
B) Title 12
How many days after the filing of the Articles of Incorporation does the corporation have to file a multiple original of the Articles or certified copy of the Articles with the office of the recorder of mortgages? A) 10 days B) 20 days C) 30 days D) 40 days
C) 30 days
The formation of the corporation requires the filing of all except: A) Initial report B) Articles of incorporation C) Affidavit of Juridical persons D) Affidavit of acceptance of a registered agent
C) Affidavit of juridical persons
What document acts as proof that the corporation is duly incorporated? A) Certificate of Title B) Certificate of Proof of Existence C) Certificate of Incorporation D) None of the above
C) Certificate of Incorporation
What is proof the LLC has been officially organized? A) Certificate of Authority B) Articles of Corporation C) Certificate of Organization D) None of the above
C) Certificate of Organization
A limited liability company cannot be formed for the purpose of: A) Investment brokerage B) Real Estate brokerage C) Insurance underwriting D) None of the above
C) Insurance underwriting
The partnership is all but: A) A juridical person B) It is distinct from its partners C) Not distinct from its partners D) Created by contract between two or more persons (jatural or juridical)
C) Not distinct from its partners
The partnership may acquire immovable property in the name of the partnership if the contract of partnership is: A) Certified B) Registered with the Department of Revenue C) Registered with the Secretary of State D) None of the above
C) Registered with the Secretary of State
Why would you want to register your business name with the Secretary of State? A) To prevent the Secretary of State from charging you a penalty B) To protect your investment C) To protect the name from use by others D) A and C above
C) To protect the name from use by others
The four basic types of business entities do not include: A) Sole Proprietorships B) Partnerships C) Tutorship D) Limited Liability Companies
C) Tutorship
The Articles of Organization may be required to contain or may contain all except: A) Signed by one person B) Acknowledged by the person who signed the Articles or executed by Authentic Act C) Written in any language D) Contain a statement of whether or not and to what extent the L.L.C. will be managed by managers
C) Written in any language
A partnership without a written agreement is called a/an: A) Old fashioned business B) Ordinary partnership C) General partnership D) A & B above
D) A & B above
The contract for a partnership in commendam must: A) Be in writing B) Clearly state there are limited partners C) Be registered with the Department of Revenue for the limitation of liability to be effect D) A & B above
D) A & B above
The corporation name must: A) Include the use of English letters or characters B) Be distinguishable from another corporation name C) Be registered with the Department of Revenue D) A & B above
D) A & B above
In order for the liability of a partner to be limited as to third parties, the partnership name must: A) Appear in the contract of ownership B) Include language that clearly identifies it is a partnership in commendam C) Not imply the partner in commendam is a general partner D) All of the above
D) All of the above
The benefits to the partners of a limited liability partnership include: A) Allowing partners to limit individual liability B) Preventing disputes as to the agreement the partners have made C) Allowing the partnership to own property in the partnership name D) All of the above
D) All of the above
The corporation name must not: A) Include any words that deceptively suggest it is a charitable or non-profit B) Include "doing business" or "d/b/a" C) Imply the corporation is a government agency D) All of the above
D) All of the above
The director or officer to the corporation may not: A) Breach the duty of loyalty B) Receive any unlawful dividend or unlawful distribution C) Participate in a transaction from which an improper personal benefit is derived D) All of the above
D) All of the above
The following will terminate partnership: A) Chapter 7 bankruptcy B) According to the contract of partnership C) Judgment of termination D) All of the above
D) All of the above
The initial report of a corporation must include: A) Location and municipal address of the corporation's registered office B) The names and municipal addresses of the first directors C) An Affidavit of Acknowledgment and Acceptance signed by the registered agent D) All of the above
D) All of the above
The partnership is required to file the following on an annual basis: A) Name and municipal address for each partner B) Taxpayer I.D. number C) Municipal address of its principal place of business D) All of the above
D) All of the above
The registration process of a Limited Liability Partnership is accomplished by: A) Filing the contract of partnership with the Secretary of State B) Filing an application executed by a majority in interest of the partners C) Filing an application that includes the number of partners and nature of business D) All of the above
D) All of the above
The limited liability company begins existence: A) First meeting of the organizers B) When Articles of Organization are filed C) When the Articles are acknowledged or executed in an Authentic Act D) B & C above
D) B & C above
Organizers filing the Articles of Organization are creating a: A) Corporation B) Limited Partnership C) Partners in Commendam D) Limited Liability Company
D) Limited Liability Company
In a Limited Partnership: A) The limited partners manage the business B) The limited partners share the liabilities of the partnership equally C) Is the same as a corporation D) None of the above
D) None of the above
The following do not constitute acts of a general partner except: A) Requesting or attending a meeting of partners B) Being an employee, officer, director or shareholder of the general partner that is a corporation C) Acting as surety for the partnership D) Sharing equally in the profits and losses and managing the partnership
D) Sharing equally in the profits and losses and managing the partnership
True/False Corporations formed under Title 12 of the Louisiana Revised Statutes may be formed for banking and insurance purposes.
False
True/False It is required that a partnership agreement be recorded.
False
True/False Managers of the LLC is vested in managers who must always be members.
False
True/False Only the shareholders can make or amend the bylaws
False
True/False The business corporation is distinct from its owners and is a natural person.
False
True/False The partnership that does not have a written agreement must also file an annual report.
False
True/False The sole proprietorship is distinct from the owner and is also considered a partnership.
False
True/False A partnership may continue if within 60 days another general partner is elected and appointed.
Key says False; however, pg.. 558 ... unless the partnership is continued with the consent of the remaining general partners under a right to do so stated in the contract of partnership or if, WITHIN NINETY (90) DAYS AFTER SUCH EVENT, ALL THE REMAINING PARTNERS AGREE IN WRITING TO CONTINUE THE PARTNERSHIP AND TO THE APPOINTMENT OF ONE OR MORE GENERAL PARTNERS IF NECESSARY OR DESIRED.
True/False The name of a corporation can be reserved up to 120 days before filing the articles of incorporation.
Key says false; however, pg 562; A person may reserve, for a non-renewable term of 120 days, the exclusive right to use an available corporate name in its filings with the secretary of state. The reservation is transferable. (the question, in its filings with the Secretary of State, is that the articles of incorporation?) Non specific language here.
True/False A corporation may be formed by only one person who would own 100% of the shares of stock in the corporation or any number of persons.
True
True/False A corporation's existence begins when the Articles of Incorporation are filed with the Secretary of State.
True
True/False A general partnership does not have a written agreement.
True
True/False A registered limited liability partnership is a special class that limits the liability of a partner for the torts of another partner to the amount of the partner's interest in the partnership assets.
True
True/False If a limited partner acts as a general partner in any transaction, he will be treated as a general partner with regard to the liability of the transaction.
True
True/False If the registered office is changed or relocated, the Secretary of State must be notified immediately.
True
True/False Name of the registered limited liability partnership must contain L.L.P. in the name or at least spell it out.
True
True/False Shareholders may share in the profits of the corporation.
True
True/False The LLC is perpetual unless limited by the Articles of Organization.
True
True/False The following is the initial hierarchy of the corporation: incorporators establish corporation and bylaws and appoint first directors, first shareholders purchase stock declared by first directors.
True
True/False The limited liability company follows basically the same rules as a corporation with regard to the initial report and the annual report.
True
True/False The name of the L.L.C. must include "L.L.C." or "Limited Liability Company."
True
True/False The partnership in commendam will terminate by retirement of, death, interdiction or dissolution of the sole or general partner unless the contract of partnership provides for continuance by agreement of all of the general partners.
True