Chapter 5 - Limited Liability Partnerships

The statement of qualification to elect limited liability partnership status generally does not include

a statement indicating which partners are general partners and which partners are limited partners.

The number of limited liability partnerships in the United States has

grown at an impressive rate.

In states that have adopted partial shield statutes, partners may not be held personally liable for

partnership debts and obligations incurred due to the wrongdoing of other partners.

In states that have adopted full shield statutes, partners may be held personally liable for

partnership obligations incurred due to their own wrongdoing.

The Limited Partnership Act of 2001

provides for an easy election to form either a limited partnership or a limited liability limited partnership

State partnership laws generally have provisions

providing for all of the above.

In most states, limited liability partnerships are governed by

special provisions within the state's uniform partnership act.

In most states, the same number of partners required to approve an amendment to the partnership agreement must vote to approve the limited liability partnership election

True

Partners of a general partnership typically have joint and several liability for the debts and obligations of the partnership

True

Partners of a limited liability partnership may be held personally responsible for partnership obligations incurred due to their own wrongdoing

True

Several states have adopted limited liability limited partnership legislation to offer limited liability status to both general and limited partners

True

The proper documentation must be filed with the secretary of state to elect limited liability limited partnership status

True

No partner of a limited liability partnership ever has any personal liability for the debts and obligations of the partnership

False

Some states require limited liability partnerships to carry liability insurance to protect the partners from bad investments

False

As of late 2011,

A.)several states had adopted statutes approving the formation of limited liability limited partnerships. B.)most states had adopted the Uniform Limited Liability Limited Partnership Act. C.)there was little uniformity among the states with regard to limited liability limited partnership law. both A and C are true.

Foreign limited liability partnerships generally do not need to qualify to do business in states where they do business unless they plan to incorporate

False

Limited liability partnerships are formed when the partners sign a limited liability agreement.

False

A carefully drafted partnership agreement can be important to the success of the limited liability partnership

True

Unlike the general partnership, in which all partners have personal liability for the debts and obligations of the partnership

both the limited liability partnership and the limited liability limited partnership offer some degree of limited personal liability for all partners

A disadvantage of doing a business as a limited liability limited partnership formed under the Limited Partnership Act of 2001 is that

the limited liability limited partnership is not formed until the proper documentation is filed with the secretary of state.