DISSOULTION and WINDING UP & LIMITED PARTNERSHIPS

b. True, False

20. Statement 1: The power of dissolution always exist. Statement 2: Any partner may cause dissolution at any time without the consent of his co-partners if he has a reason sufficient. a. True, True b. True, False c. False, False d. False, True

d. All of the above

A certificate is amended or cancelled when there is filed for record in the Office of the Securities and Exchange Commission, where the certificate is recorded: a. A writing in accordance with the provisions of the first or second paragraph b. A certified copy of the order of the court in accordance with the provisions of the fourth paragraph; c. After the certificate is duly amended in accordance with this article, the amended certified shall thereafter be for all purposes the certificate provided for in this Chapter. d. All of the above

A

ART. 1840. In the following cases, _____________ of the dissolved partnership are also _________ of the person or partnership continuing the business. A. Creditors; creditors B. Partners; Creditors C. Creditors; partners D. Partners; partners

Both justice and business convenience require that all creditors of the business, irrespective of the exact groupings of the owners at the times their respective claims had their origin, should be treated alike, all being given an equal claim on the property embarked in the business.

Assume that Huening is admitted as a new partner into the existing partnership of Beomgyu and Soobin. Technically, the old firm of Beomgyu and Soobin is dissolved and a new firm composed of Beomgyu, Huening, and Soobin is formed. Huening will not be individually liable for the debts of the old firm. His investment, however, constituting a part of the firm assets, will be equally available to both creditors of the old and creditors of the new firm. Why?

C

It is under this article that the person seeming to enforce liability has relied upon the false statement in transacting business with the partnership. a. Article 1845 b. Article 1844 c. Article 1847 d. Article 1846

D.

It refers to the change in the relation of the partners caused by a partner ceasing to be associated in the carrying on the business. a. Winding Up b. Liquidation c. Termination d. Dissolution

Yes. Both of them must be deemed to have expressly withdrawn from the partnership. The dissolution is caused "by the express will of any partner" at any time.

Jacob and Alas formed a partnership to plant a crop and thereafter divide the fruits between them into two equal parts. Succeeding events reveal the intent of both parties to terminate the partnership by refusing to share the crop with the other. Is the partnership of Jacob and Alas dissolved?

return of contribution, compensation, and other matters.

Limited partners shall have a priority over other limited partners as to:

D

Liquidation is necessary in determining the following except: A. Share of profits B. Share in the partnership C. Personal liability of manager D. None of the above

d. All of the above

Right of partner or one who represents him as the owner of his interest (1) to statement of partnership affairs, (2) in due course of liquidation, to a payment of the amount of interest, may be exercised against: a. Winding up partner b. The surviving partner c. The person or partners continuing the partnership business d. All of the above

C

Statement 1: Limited partner don't have a right to demand and receive cash only in return for his contribution even when he contributed property. Statement 2: A partner can be a limited and general partner at the same time provided that this fact is stated in the certificate that he signs. a. True, True b. True, False c. False, True d. False, False

d. False, True

Statement 1: Loss of the specific thing after delivery even if the title belongs to the partner and only the use or enjoyment is contributed does not dissolve the partnership. Statement 2: Failure to deliver the specific thing may be waved by the other partners. a. True, True b. True, False c. False, False d. False, True

a. True, True

Statement 1: Loss of the specific thing before delivery constitutes failure of a partner to fulfill his part of the obligation. Statement 2: Loss after the delivery and the title is passed to the partnership does not dissolve the partnership. a. True, True b. True, False c. False, False d. False, True

d. False, True

Statement 1: Surviving partners have an authority to continue the business in except so far as is necessary to wind up the partnership. If an agreement exists, the estate of the deceased person is not liable for obligations contracted after dissolution. Statement 2: An agreement to the contrary may provide that the death, withdrawal or admission of a partner will not effect a dissolution. a. True, True b. True, False c. False, False d. False, True

b. True, False

Statement 1: Under Article 1832, dissolution terminates the authority of a partner to act for the partnership except as may be necessary to wind up partnership or complete transactions that have been begun but not finished. Statement 2: Judicial dissolution is required when the reason of a dissolution is valid but is subject to dispute or differences in opinion. a. True, True b. True, False c. False, False d. False, True

d. False, True

Statement 1: When dissolution is caused by an expulsion of a partner bona fide, such expelled partner may be discharged of partnership liability even by payment or agreement between him, the partnership creditors, and the partners. (Art. 1837) Statement 2: If the dissolution is proper or rightful, no partner is liable for any loss sustained as a result of the dissolution. a. True, True b, True, False c. False, False d. False, True

A

Statement I. Limited partnership not created by mere voluntary agreement. Statement II. The general partners are not personally liable for the partnership debts. a. Statement I is true. b. Statement II is true. c. Both statements are true. d. Neither of the statements are true.

Both Sarah and Paul can simultaneously collect from the partnership as partnership assets are sufficient to cover BOTH. However, if partnership assets are only P20.000.00. Sarah cannot have her share because it would prejudice Paul's claim.

Suppose Cate & Co. owes Paul a sum of P20,000 and Sarah, a limited partner P20.000.The total assets of the partnership is P50.000. How shall these be settled?

Yes, because total liabilities in this case is only P25,000 and the assets are still sufficient to pay out the surplus.

Suppose that Em, Iz and Quack are in partnership wherein Quack is the limited partner and total assets are P50.000. They owe Lucas a sum of P10,000, Quack P15,000 and Em P50,000, is Quack still entitled to share in the surplus after clearing liabilities?

FALSE

T/F: The substitution of a person as a limited partner in place of an existing general partner or the withdrawal, death, insolvency, insanity, or civil interdiction of a limited partner, or the addition of new limited partners does not necessarily dissolve the partnership.

FALSE. The limited partners have the priority over the general partners

T/F: the partnership creditors are entitled first to the distribution of the partnership's assets then followed by the general partners who take priority over the limited partners

TRUE

T/F:When a limited partnership has been duly dissolved, the general partners have the right and power to wind up its affairs, as in a general partnership.

TRUE (ART. 1842.)

TRUE/FALSE: The right to an account of his interest shall accrue to any partner, or his legal representative as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary.

d. immediately

The authority of any partner to bind the partnership by a new contract is _________ terminated when dissolution is not by the act, insolvency or death of a partner. a. sometimes b. legally c. absolutely d. immediately

D

The change in the relation of the partners cause by any partner ceasing to be associated in the carrying on of the business is known as: a. Termination of the partnership b. Winding up of partnership affairs c. Liquidation of the partnership business d. Dissolution of the partnership

He may be made liable to innocent third persons for the difference of P5,000 under the Article 1947.

The contribution of Soonyoung, limited partner, is erroneously stated in the certificate as P15,000 instead of P10,000,000. If Article 1847 is applicable, is he liable to the third persons involved?

d. None of the above

The following are authorized to wind up partnership, except: a. Partners designated by the agreement b. Partners who have not wrongfully dissolved the partnership. c. Legal representative of the last surviving partner not insolvent. d. None of the above

A. all of the limited partners cease to exist

The following results to the amendment of the certificate except: a. all of the limited partners cease to exist b. additional limited partner is admitted c. there is a change in the character of the business of the partnership d. the general partner retires, dies, becomes insolvent, or insane

C

The partnership is in no case bound by any act of a partner after dissolution except where? A. Where the partnership is dissolved because it is unlawful to carry on the business unless the act is appropriate for winding up partnership affairs. B. Where the partner has become insolvent. C. Where the partner has the authority to wind up partnership affairs D. None of the above

C

The partnership is not bound in three of the following acts of a partner after dissolution. However, it is bound in one. Which is it? a. Where the partner acting is insolvent. b. When it is unlawful to carry on the business. c. When the partner has no authority to wind up partnership affairs and the third person is a previous creditor who had knowledge of the partner's lack of authority. d. When a partner has no authority to wind up partnership affairs and the third person is a new creditor who has not read the publication of the lack of authority of the partner in a newspaper of general circulation in the place/places where the partnership business is carried on.

B

This is the manner of winding up that is under the control and direction of the proper court upon cause shown by any partner, his legal representative, or his assignee A. Extrajudicially B. Judicially C. Administrative D. Authoritative

D.

Three of the following may be used as a ground for the filling of a petition by a partner for the dissolution of a partnership by court decree, while one automatically results in its automatic dissolution. Which one refers to the latter? a. incapacity of a partner to perform his part of the partnership contract b. partner's conduct affects prejudicially the carrying on of the partnership business c. the partnership business cannot be carried on except at a loss d. insolvency of a partner

True.

True or False. A limited partnership will continue (not dissolve) even in cases of death of a limited partner as long as there is still one surviving limited partner in the partnership.

True.

True or False. The general partners have no power to bind the limited partners beyond the latter's investment in the partnership.

True

True or False: There will be a dissolution when a specific thing which a partner had promised to contribute to the partnership.

B

Under Article 1854, the following are allowable transactions for Limited Partners, except: a. receiving a pro rata share of the partnership assets with general creditors if he is not also a general partner b. receiving or holding collateral security any partnership property c. transacting other business with it d. granting loans to the partnership

They are general partners as to 3 persons but as amongst the partners themselves, they are seen as limited partners with regards to their contribution.

What is the treatment for those person who are limited partner and general partner at the same time?

a. There is a false or erroneous statement in the certificate.

When does certificate shall be cancelled or amended? a. There is a false or erroneous statement in the certificate. a. No additional limited partner is admitted. b. There is no change in the character of the business of the partnership. c. There is no change in the name of the partnership or in the amount or character of the contribution of any limited partner.

a. No general partners control the business and are personally liable to the creditors.

Which of the following are not characteristics of a limited partnership? a. No general partners control the business and are personally liable to the creditors. b. Formed by compliance with the statutory requirements. c. The partnership debts are paid out of the common fund and the individual properties of the general partners. d. Neither of the three

c. Both a and b

Which of the following are specific rights of a limited partner? a. To require that the partnership books be kept at the principal place of business of the partnership. b. To inspect and copy at a reasonable hour partnership book or any of them c. Both a and b d. Neither a nor B

C

Which of the following has the least priority on application of assets after dissolution? A. Partners other than for capital contribution B. Partners for their capital contributions C. Partners for their share in profits D. Partnership Creditors

d. All of the above

Which of the following is a requirement for formation of a limited partnership? a. The right, if given, of the partners to admit additional limited partners. b. The share of the profits or the other compensation by way of income which each limited partner shall receive by reason of his contribution. c. The location of the principal place of business d. All of the above

c. When there is a stipulation on that matter

Which of the following is not a case when a limited partner is liable as a general partner? a. When he takes part in the control of the business. b. When his name appear in the name of the partnership. c. When there is a stipulation on that matter d. None of the above

A.

Which of the following is not the acts that are prejudicial to the interests of the limited partners? a. Do any act in contribution of the certificate. b. Do any act which would make it impossible to carry on the ordinary business of the partnership. c. Confess a judgment against the partnership. d. Possess partnership property, or assign their rights in specific partnership property, for other than a partnership purpose.

D.

Which of the following losses of properties will not cause the dissolution of the partnership? a. Loss before delivery to the partnership of property wherein only the use of which was contributed by the partner who owned it. b. Loss after its delivery to the partnership of property only the use of which was contributed by the partner who owned it. c. Loss before its delivery to the partnership of property which a partner had promised to contribute to the partnership. d. Loss after its delivery to the partnership of property which a partner had promised to contribute to the partnership.

D

Which of the following statements is false why liquidation is necessary? a. It determines the share of profits b. It determines the share in the partnership c. It determines the repayment of capital shares of retiring partners d. It determines the personal liability of an employee

A

Which of the following statements is not a requisite for liability for false statement in certificate? a. He knew the statement to be false at the time before he signed the certificate, or subsequently, but having sufficient time to cancel or amend it or file a petition for in cancellation or amendment, he failed to do so. b. Person seeming to enforce liability has relied upon the false statement in transacting business with the partnership. c. He knew the statement to be false at the time he signed the certificate, or subsequently, but having sufficient time to cancel or amend it or file a petition for in cancellation or amendment, he failed to do so. d. Person suffered loss as a result of reliance upon such false statement.

A

Which of the following statements is/are true? Statement I: A limited partner shall not become liable as a general partner, unless the limited partner who, aside from his powers, participates in the management of the partnership becomes liable as a general partner. Statement II: A limited partner is subject to general liability for taking part in the management of the firm because he settles its affairs after dissolution. a. I only b. II only c. I and II d. Neither I and II

C

Which of the following will not cause automatic dissolution of a general partnership? a. When any event makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership. b. Expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners. c. A partner becomes in any way incapable of performing his part of the partnership contract. d. The insolvency of a partner or of the partnership.

B.

Which of the following will not cause the automatic dissolution of a general partnership? a. Insolvency of the partnership b. Insanity of a partner c. Civil interdiction of a partner d. Termination of the definite term of the partnership

D

Which of the following will not require a decree of court in order to dissolve a general partnership and will cause the automatic dissolution of the partnership? a. The business of the partnership can only be carried at loss. b. A partner is shown to be of unsound mind. c. A partner has been guilty of such conduct as tends to affect prejudicially the carrying on the business. d. A partner is civilly interdicted.

C

Which statement/s is/are incorrect? Statement 1: Dissolution of the partnership always leads to its termination. Statement 2: Dissolution refers to the point time when all the business or affairs of the partnership are completely wound up and finally settled. a. Statement 1 only b. Statement 2 only c. Both statements are incorrect d. Both statements are correct

c. Preferred Limited Partner

__________ are limited partners who are priority over the other limited partners as to the return of their contribution, as to their compensation by way of income, or as to any other matter. a. Limited Partner b. Substituted Limited Partner c. Preferred Limited Partner d. Ordinary Limited Partner

D

_____________ consists in liquidating partnership property, paying debts, collecting receivables, distributing the proceeds and any other actions required to close the business. A. Partnership formation B. Liquidation C. Dissolution D. Winding up

b) Upon Dissolution; and when all limited partners cease to be such.

1) According to Article 1864, when should a certificate be cancelled? a) Upon Resolution; and when all limited partners cease to be such. b) Upon Dissolution; and when all limited partners cease to be such. c) Upon Dissolution; and when majority of limited partners cease to be such. d) Upon Resolution; and when majority of limited partners cease to be such.

a) In all cases other than those that will cause the certificate to be cancelled.

1) According to Article 1864, when should the certificate be amended? a) In all cases other than those that will cause the certificate to be cancelled. b) In all cases where limited partners cause the certificate to be cancelled. c) In all cases where general partners cause the certificate to be cancelled. d) Certificates are never cancelled.

d) It must be registered with the Department of Justice

1) The following are the requisites for certificates to be amended or cancelled except? a) It must be in writing b) It must be registered with the SEC c) It must be signed and sworn by all concerned parties d) It must be registered with the Department of Justice

c) General partners' internal rate of return.

1) The following has priority over distribution of assets in a limited partnership except? a) Creditors, including limited partners who has a claim against the partnership. b) Limited partners' share in profits. c) General partners' internal rate of return. d) Limited partners' return of capital contribution. e) General partners who have claims against the partnership. f) General partners' share in profits.

b) If a 3rd person files a case against the limited partners for non-payment or non-compliance with their contract, he can ask for the partners' interests to be attached.

1) The two (2) exceptions to Article 1866 are the following except: a) To enforce his right against the partnership b) If a 3rd person files a case against the limited partners for non-payment or non-compliance with their contract, he can ask for the partners' interests to be attached. c) If he refuses to restore his contribution when the partnership assets are not sufficient to pay creditors.

a) The partnership must first comply with the following requirements before they can become a limited partnership under the Civil Code.

1) What happens to a limited partnership existing before the Civil Code? a) The partnership must first comply with the following requirements before they can become a limited partnership under the Civil Code. b) The partnership must first comply with the following requirements before they can become a limited partnership under the Penal Code. c) The partnership must first comply with the following requirements before they can become a limited partnership under the National Code. d) The partnership must first comply with the following requirements before they can become a limited partnership under the Family Code.

c) same

1. A general partner has the ___________rights, powers, and limitations in a limited partnership as when he would have been in general partnership. a) only b) lesser c) same d) greater

b) written

1. A general partner without ____________ consent al limited partners, cannot a) oral b) written c) written and oral

c) general industrial partner

1. A limited partner who contributes cash or property, but not services shall become a) general partner b) limited partner c) general industrial partner d) limited industrial partner

b) limited

1. A limited partnership will continue (not dissolve) even in cases of the death of a limited partner as long as there is still one surviving _____________partner in the partnership. a) general b) limited c) general industrial d) limited industrial

a. substituted limited partner

1. A person admitted to all the rights of a limited partner who has died or has assigned his interest in a partnership. a. substituted limited partner b. assignee c. trustee

a) True

1. A, B and C are partners in 17Carat Co. which is indebted to D in the amount of P50,000. Later on, 17Carat Co. was dissolved by reason of the withdrawal (or death) of C. The business was continued by A and B without any settlement of account between A and B, on the one hand, and C, on the other. C or his legal representative, has the right to have the value of his interest in the partnership ascertained and paid to him. Assuming that the interest of C has been ascertained to be P30,000. D has priority over the claim of C, his legal representative, or his separate creditor. a) True b) False

c. their compensation by way of income

1. Allowable transactions. Under this article, a limited partner (who is not also a general partner), being merely a contributor to the partnership (see Art. 1866.) without the right to take part in the management of the business, is not prohibited from except: a. Granting loans to the partnership b. Transacting other business with it c. their compensation by way of income

a) True

1. If A, B, and C, partners, sell the partnership business to D, and if D promises to pay the debts and to continue the business, the creditors of the dissolved partnership of A, B, and C are also the creditors of D. a) True b) False

c) Article 1837

1. If dissolution is caused by expulsion of a partner, bona fide under the partnership agreement and if the expelled partner is discharge from partnership agreement under the second paragraph of Article 1835, He shall receive in cash only the net amount due him from the partnership. a) Article 1835 b) Article 1836 c) Article 1837 d) Article 1838

a) Both are true

1. State whether the following statements are true or false? (Article 1828) I. The dissolution of a partnership is the change in the relation of the partners. II. Thus, change is caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business. a) Both are true b) Both are false c) Only statement I is true d) Only statement II is true

d) cash or property, but not services

1. The contributions of a limited partner may be a) cash or property b) services c) both a and b d) cash or property, but not services

b) Act in behalf of the partnership.

1. The following are the rights given to a limited partner except a) Inspect and copy partnership books. b) Act in behalf of the partnership. c) Demand for legal winding up or dissolution. d) Share in profits, other compensation by way of income and return of contributions.

a) Article 1839

1. The liabilities of the partnership shall rank in order of payment. a) Article 1839 b) Article 1840 c) Article 1841 d) Article 1842

c) Article 1840

1. The liability of a third person becoming a partner in the partnership continuing the business, under this article, to the creditors of the dissolved partnership shall be satisfied out of the partnership property only, unless there is a stipulation to the contrary. a) Article 1838 b) Article 1839 c) Article 1840 d) Article 1841

c. Dissolution of partners.

1. The limited partner must first ask the other partners to have the partnership dissolved; if they refuse, then he can seek dissolution of the partnership by judicial decree. a. Preferential rights of partnership creditors b. Excess of partnership assets over partnership liabilities. c. Dissolution of partners.

a) general partner

1. The limited partner who, aside from his powers, participates in the management of the partnership becomes liable as a) general partner b) limited partner c) general industrial partner d) limited industrial partner

a) Article 1843

1. The limited partners as such shall not be bound by the obligations of the partnership. a) Article 1843 b) Article 1844 c) Article 1845 d) Article 1846

a) general

1. The presumption is that when a partnership deals with a 3rd person, the partnership is a ________________ partnership. a) general b) limited c) general industrial d) limited industrial

b. Excess of partnership assets over partnership liabilities

1. The right of the limited partner to receive his share of the profits or compensation by way of income stipulated for in the certificate is subject to the condition that partnership assets will still be in excess of partnership liabilities after such payment. a. Necessity of renouncing his interest b. Excess of partnership assets over partnership liabilities c. Conditions for exemption from liability as a general partner.

b) Article 1842

1. The right to an account of his interest shall accrue to any partner, or his legal representative as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary. a) Article 1841 b) Article 1842 c) Article 1843 d) Article 1844

a. Preferential rights of partnership creditors

1. Third persons always enjoy preferential rights insofar as partnership assets are concerned (see Art. 1827.) in view of the natural tendency of the partners to give preference to each other. a. Preferential rights of partnership creditors b. Excess of partnership assets over partnership liabilities. c. Necessity of renouncing his interest

b) Article 1836

1. Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not insolvent, has the right to wind up the partnership affairs, however, that any partner, his legal representative or his assignee, upon cause shown, may obtain winding up by the court. a) Article 1835 b) Article 1836 c) Article 1837 d) Article 1838

c) Article 1841

1. When a partner retires from the firm he is entitled to the payment of what may be due him after liquidation but no liquidation is needed when there already is a settlement as to what the retiring partner shall receive. a) Article 1839 b) Article 1840 c) Article 1841 d) Article 1842

c) Article 1838

1. Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right. a) Article 1836 b) Article 1837 c) Article 1838 d) Article 1839

c. To not possess partnership property should they decide to continue the business.

20. The following are the Rights of a partner who has not caused the dissolution wrongfully, except: a. To have partnership property applied for the payment of its liabilities. b. To be indemnified for damages caused by the partner guilty of wrongful dissolution. c. To not possess partnership property should they decide to continue the business. d. To receive in cash his share of the surplus

b. False

A general partner's liability extends only to his capital contribution. a. True b. False

a. True

A general partner's retirement, insolvency, and/or death dissolves the partnership. a. True b. False

b. False

A limited partner can contribute cash, property, and services. a. True b. False

True

A limited partner is viewed as partner only at a certain extent.

c. Continuing

A partner can demand to know how much his/her interest is from _____ partner. a. Expelled b. Retired c. Continuing d. Survival

c. agreement

A partner may be relieved from all existing liabilities upon dissolution only by a/an _____________ to that effect between himself, the partnership creditors and the other partners. a. obligation b. contract c. agreement d. none of the above

Not liable

A person who has contributed capital to a partnership, erroneously believing that he has become a limited partner is ______ as a general partner by reason of his exercise of the rights of a limited partner.

C. C's obligation to X and the partnership is P50,000 (P20,000 to X; P30,000 to the partnership)

A, B and C formed a general partnership, each to contribute P100,000. The partnership began its operation, but C's contribution is not yet fully paid leaving a balance of P30,000. The partners agreed that C exempted from losses. Upon dissolution there was an outstanding obligation to X in the amount of P360,000. X, therefore, exhausted the capital of P270,000 leaving a balance of P90,000. Under this premise, which of the following statement is TRUE? A. C's share in the balance of P90,000 is nothing because this was stipulated. B. C's share in the balance of P90,000 is P60,000 that is, his share in the contribution and his share in the loss. C. C's obligation to X and the partnership is P50,000 (P20,000 to X; P30,000 to the partnership) D. Each partner share in the balance

Under Article 1813, such conveyance does not dissolve the partnership, and D does not become a partner his only right being to receive the profits to which C would otherwise be entitled. Hence, D cannot ask for judicial dissolution of the partnership.

A, B, and C formed a partnership to continue for a term of 5 years. On the third year, C sold his entire interest to D. Will the partnership dissolve?

When can a limited partner be held as trustee? A. When he promises specific things but does not follow through with the promise of delivery B. In circumstances of rightful returns C. In cases of industry that is wrongfully conveyed D. None of the above

A. When he promises specific things but does not follow through with the promise of delivery

Assignee

An ______, who does not become a substituted limited partner, has no right to require any information or account of the partnership transactions or to inspect the partnership books.

All of the partners (Anna, Ben, and Cole) are bound to contribute their share of the liability as if the partnership had not been dissolved.

Anna, Ben, and Cole were partners. Anna informed Ben that the former was resigning from the partnership. The partnership was thus dissolved by the act of Anna. Cole had no knowledge of the dissolution. The partnership incurred a liability through a contract entered into by Cole. QUESTION: Who among the partners are liable?

a) After dissolution

Article 1834 enumerates the cases when a partner continues to bind the partnership even __________. a) After dissolution b) Before dissolution c) Before and after dissolution d) None of the above

A

Article 1847 states that there is no provided provision that the guilty partner shall be liable as a general partner. a. True. b. False. c. Cannot be determined. d. None of the choices.

Anna, Ben, and Cole worked together as a team. Ben was told by Anna that he was leaving the partnership. As a result of Anna's action, the partnership was dissolved. Cole was completely unaware of the dissolution. A contract signed by Cole resulted in a liability for the partnership. Who is liable among the partners?

As if the relationship had not been dissolved, all of the partners (Anna, Ben, and Cole) are obligated to contribute their share of the liability.

C.

Assy, Liab, and Equi want to form a partnership. Assy contributes P500,000 cash, while Liab contributes an office equipment with a fair value of P58,000. Equi, on the other hand, will contribute his services. If the three wishes to form a limited partnership, who among them cannot be a limited partner? a. Only Assy, as he contributed P500,000 cash. b. Only Liab, as he contributed an office equipment. c. Only Equi, as he contributed industry. d. Assy and Liab, as they contributed cash and properties.

What are the requisites for certificates to be amended or cancelled? A. None of the above B. Both C and D C. It must be signed AND sworn by ALL concerned parties D. It must be registered with the SEC

B. Both C and D

The following are the time a limited partner may rightfully demand the return of his contribution except one: A. After he has given 6 months' notice, WRITTEN, and there was no date of return nor dissolution B. During dissolution C. Upon the withdrawal or death or a partner D. Upon arrival of the date of return of his contribution

C. Upon the withdrawal or death or a partner

Yes, as long as it will not affect creditors who had extended credit before the waiver of such.

Can the partnership waive the difference of contributions?

The following are the people who have priority over distribution of assets in a limited partnership, except? A. General partners who have claims against the partnership B. Limited partners' share in profits C. General partners' return of capital contribution D.Creditors, including limited partners who doesn't have a claim against the partnership.

D. Creditors, including limited partners who doesn't have a claim against the partnership.

He is admitted to all rights of a previous limited partner who has died or assigned his interest in the partnership A. General partners B. Limited partners C. Substituted partners D. Substituted limited partners

D.Substituted limited partners

d. All of the above

Dissolution occurs when (in regard to change in relation of partners) a. Death b Admission of new partner c. Retirement d. All of the above

(a) True

Dissolution refers to the change in partnership relation and not the actual cessation of the partnership business. (a) True (b) False

NO. Prior dealers must be given actual notice of the dissolution of a partnership in order to prevent the continuance of partnership liability. Harry, however, is not a prior dealer. Hence, he is considered to have received notice as a matter of law when the fact of dissolution was advertised in the local newspaper.

Harry purchased goods from a partnership. Thereafter, the partnership was dissolved. Notice of the dissolution was advertised in the local newspaper. Without knowledge of the dissolution, Harry thereafter extended credit to the supposed partnership at the request of one of its member in connection with a transaction not necessary for the liquidation of the business. QUESTION: Can Harry hold the partnership liable on the transaction?

D.

He is admitted to all rights of a previous limited partner who has died or assigned his interest in the partnership a. General partners b. Limited partners c. Substituted partners d. Substituted limited partners

Taehyun or his legal representative, has the right to have the value of his interest in the partnership ascertained and paid to him. Assuming that the interest of Taehyun has been ascertained to be P150,000. Lucas has priority over the claim of Taehyun, his legal representative, or his separate creditor.

If Yeonjun, Kwannie, and Taehyun (a limited partner) are partners in Pledishi & Co. which is indebted to Lucas in the amount of P2,600,000. Later on, Pledishi & Co. was dissolved by reason of the withdrawal of Kwannie. The business was continued by Yeonjun and Taehyun without any settlement of account between Yeonjun and Kwannie, on the one hand, Taehyun on the other. What is the following course of the business if Lucas is to ascertain his right on the assets of Pledishi & Co.?

B

If partnership is dissolved without violation of the agreement: Statement 1: Some partners may have the property sold for payment of partnership liabilities. Statement 2: If there is surplus, after paying the liabilities of the firm, it shall be given in cash to the partners. A. Only Statement 1 is true B. Only Statement 2 is true C. Both statements are true D. Both statements are false

d. Goodwill and Original Contributions

In settling accounts between the partners after dissolution, total assets will include: a. Original Contributions and capital b. Capital and Liability c. Liability and Assets d. Goodwill and Original Contributions

ART. 1851

In which article where law discussed that a limited partner shall have the same rights as a general partner?

C

It is a Latin term which means it is a process where whatever is being allocated will be distributed in equal proportions. a. Prima Facie b. Ceteris Paribus c. Pro Rata d. Solutio Indebiti

c. Limited Partnership

It is one formed by two or more persons under the provisions of the following article, having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership. a. General Partnership b. Partnership by Estoppel c. Limited Partnership c. Universal Partnership

A.

It is one who has extended credit on the faith of the partnership, through confidence in the solvency and probity of the firm. a. Prior of former dealer b. Partner c. Appraiser d. Creditor

(c) Termination

It is that point in time when all partnership affairs are completely wound up and finally settled. It signifies the end of the partnership life. (a) Dissolution (b) Winding up (c) Termination

(a) Dissolution

It is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on of the business. It is that point in time when the partners cease to carry on the business together. It represents demise of a partnership. (a) Dissolution (b) Winding up (c) Termination

c. Winding up

It is the process of settling the business or the partnership affairs after dissolution. a. Dissolution b. Termination c. Winding up d. All of the above

Partnership Asset P27,000 Less: Payment to Luna(creditor) -P7,000 Less: Payment to Jace(creditor) -P4,000 Less: Payment to Kalix(partner) -P2,000 Less: Payment to Jace(partner) -P5,000 Answer: Amount of Partnership Asset to be distributed as profit P9,000

Kalix and Jace are partners with capital contributions of P2,000 and P5,000, respectively. During the partnership liquidation, the assets amounted to P27,000. The partnership debt to Luna is P7,000 and to Jace, the partner, is P4,000. How much will be the total amount to be distributed to partners as profit?

PREFERENTIAL RIGHTS OF PARTNERSHIP CREDITORS.

Liabilities to limited partners other than on account of their contributions, arising from business transactions by them with the partnership, enjoy protection subject to the?

c. Pregnancy

Membership changes include the following except: a. Retirement b. Expulsion c. Pregnancy d. Addition

Mrs. Aguilar and Mrs. Cuizon are limited partners in a partnership, In the certificate of partnership, it appears that A contributed P10,000. Actually, he contributed only P8,000. In the Certificate too, B promised to give an additional contribution of P4,000 at a specified date. Who should be liable for any unpaid contribution?

Mrs Aguilar should pay the difference of P2,000 and Mrs. Cuizon, the amount of P4,000 on the date specified, or now if the date has arrived.

(a) True

On dissolution the partnership is not terminated but continues until the winding up of partnership affairs is completed. (a) True (b) False

D.

One of the distinctions between a partnership and a corporation is that a partnership: a. May be formed by one person b. Is created by operation of law c. Acts through a board of directors d. May exist for an indefinite period.

b. Termination

Point in time when all the partnership affairs are completely wound up and finally settled. It signifies the end of the partnership life. a. Dissolution b. Termination c. Winding up d. All of the above

C

Provided that there is an agreement between the partnership creditor and the partners continuing the business, can a partner be discharged from any existing liability upon dissolution of the partnership? A. No, because dissolution of a partnership does not itself discharge the existing liability of any partner. B. No, because an agreement with a third party is also needed C. Yes, because that is the exception to the general rule D. Yes, because dissolution of the partnership does itself discharge the existing liability of any partner

A

Provision of the partner may be a general partner & a limited partner in the same partnership at the same time provided that this fact shall be stated in the certificate. a. Article 1844 b. Article 1845 c. Article 1850 d. Article 1839

A

Q

Rights, In general, of a limited partner.

Stated that the limited partner powers are much more limited than those of a general partner. In order to protect his interest in the firm, he has the same right to compel the partners to account as a general partner.

B.

Statement 1. A person may be a general partner and a limited partner in the same partnership at the same time, provided that this fact shall be stated in the certificate provided for in Article 1844. Statement 2. A general partner also may loan money to and transact other business with the partnership, and, unless he is also a general partner, receive on account of resulting claims against the partnership, with general creditors, a pro rata share of the assets. a. True, True b. True, False c. False, True d. False, False

A.

Statement 1: "A person has knowledge of a fact within the meaning of the Uniform Partnership Act not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances show bad faith." Statement 2: "A person has notice of a fact within the meaning of this Uniform Partnership Act when the person who claims the benefit of the notice states the hypothesis to such person" a. Only statement 1 is true b. Only statement 2 is true c. Both statements are true d. Both statements are false

A.

Statement 1: Under Article 1836, the dissolution of the partnership does not of itself discharge the existing liability of any partner. Statement 2: Under Article 1835, the individual property of a deceased partner shall be liable for all obligations of the partnership incurred while he was a partner, but subject to the prior payment of his separate debts. a. Only statement 1 is true b. Only statement 2 is true c. Both statements are true d. Both statements are false

D.

Statement I: Liabilities owed to general partners are not considered part of the partnership's total liabilities. Statement II: If a 3rd person files a case against the limited partners for non-payment or non-compliance with their contract, he can ask for the partners' interests to be attached. a. Both statements are false b. Statement I is true, Statement II is false c. Statement II is true, Statement I is false d. Both Statements are true

Both B and A can simultaneously collect from the partnership as partnership assets are sufficient to cover BOTH. However, if partnership assets are only P10,000.00, A cannot share in it because it would prejudice B's claim.

Suppose S & R Co. owes B a sum of P10,000.00 and A, a limited partner, P10,000.00. The total assets of the partnership is P25,000.00. How shall these be settled?

No. Prior dealers must be given actual notice of the dissolution of a partnership in order to prevent the continuance of partnership liability. T, however, is not a prior dealer. Hence, he is considered to have received notice as a matter of law when the fact of dissolution was advertised in the local newspaper.

T purchased goods from the partnership. Thereafter, the partnership was dissolved. Notice of dissolution was advertised in the local newspaper. Without knowledge of the dissolution, T thereafter extended credit to the supposed partnership at the request of one of its members in connection with a transaction not necessary for the liquidation of the business. May T hold the partnership liable on the transaction?

True

T/F Third party creditors have priority over the limited partner's rights.

FALSE. The certificate shall only be amended.

T/F : the certificate shall be cancelled if there is a change in the character of the business of the partnership

TRUE

T/F: The certificate shall be cancelled when the partnership is dissolved or all limited partners cease to be such.

c. The legal representative of the last surviving partner, insolvent.

The following are authorized to wind up the affairs of the partnership, except: a. The partners designated by the agreement; b. In the absence of such agreement, all the partners who have not wrongfully dissolved the partnership c. The legal representative of the last surviving partner, insolvent. d. The legal representative of the last surviving partner, not insolvent.

d. All of the above

The following are causes of dissolution a. Business becomes unlawful b. Loss of the specific or determinate thing c. Death of a partner d. All of the above

d. None of the above

The following are grounds for judicial dissolution except: a. Insanity of a partner b. Incapacity c. Misconduct or persistent breach of partnership agreement d. None of the above

d. None of the above

The following are requirements for formation of a limited partnership, except: a. The name and place of residence of each member, general and limited partners being respectively designated. b. The term for which the partnership is to exist c. The name of the partnership, adding thereto the word "Limited" d. None of the above

D.

The following are the people who have priority over distribution of assets in a limited partnership, except? a. General partners who have claims against the partnership b. Limited partners' share in profits c. General partners' return of capital contribution d. Creditors, including limited partners who doesn't have a claim against the partnership.

C.

The following are the time a limited partner may rightfully demand the return of his contribution Except one: a. After he has given 6 months' notice, WRITTEN, and there was no date of return nor dissolution b. During dissolution c. Upon the withdrawal or death or a partner d. Upon arrival of the date of return of his contribution

c. Services

The following may be contributed by a limited partner, except: a. Cash b. Property c. Services d. None of the above

A.

The manner of winding up of the dissolved partnership may be done either: a. Judicially and Extrajudicially b. Dissolution and Liquidation c. Formation and Operation d. Legal and Illegal

Dissolves

The retirement, death, insolvency, insanity, or civil interdiction of a general partner _______ the partnership unless the business is continued by the remaining general partners as stated in the certificate of limited partnership or with the consent of all the partners.

D.

The right to demand an accounting of partnership affair must be directed against a. Winding-up partners b. Surviving partners c. Person or partnership continuing the business d. All of the above e. None of the above

True

The rights of a limited partner are necessarily lesser than those of a general partner.

a. Extrajudicially

The winding up of the dissolved partnership may be done by the partners themselves without intervention of the court. a. Extrajudicially b. Judicially c. Legally d. Illegally

b. Judicially

The winding up of the dissolved partnership may be done under the control and direction of the proper court upon cause shown by any partner, his legal representative, or his assignee. a. Extrajudicially b. Judicially c. Legally d. Illegally

C.

There the dissolution is caused by the act, death or insolvency of a partner, each partner is liable to his co-partners for his share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless: Statement 1: The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution; or Statement 2: The dissolution being by the death or insolvency of a partner, the partner acting for the partnership had knowledge or notice of the death or insolvency. a. Only statement 1 is true b. Only statement 2 is true c. Both statements are true d. Both statements are false

b) Dissolution

This will not terminate the partnership but continues until the winding up of partnership affairs is completed. (Article 1829) a) Liquidation b) Dissolution c) Operation d) Formation

C.

Three of the following will cause the automatic dissolution of a general partnership. Which one will not? a. When any event makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership. b. Expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners. c. A partner becomes in any way incapable of performing his part of the partnership contract. d. The insolvency of a partner or of the partnership

False. They have the right to inspect and copy partnership books.

True or False. A limited partner cannot inspect and copy partnership books.

True

True or False: A limited partner shall have the right to receive a share of the profits or other compensation by way of income, and to the return of his contribution as provided in Articles 1856 and 1857.

True

True or False: Limited Partner have the partnership books kept at the principal place of business of the partnership, and at a reasonable hour to inspect and copy any of them.

False

True or False: There are 8 Specific rights of a limited partner.

True

True or False: After dissolution, a partnership is still bound by the act of a partner authorized to act for the partnership with respect to the completion of transactions begun before dissolution.

D.

Under this article, a limited partner (who is not also a general partner), being merely a contributor to the partnership without the right to take part in the management of the business, is not prohibited from except a. Granting loans to the partnership. b. Transacting other business with it. c. Receiving a pro rata share of the partnership assets with general creditors if he is not also a general partner. d. Receiving or holding as collateral security any partnership property

To his contribution

Up to what extent is the liability of a limited partner?

1. must be in writing 2. must be signed and sworn by all of the members including the new members 3. must be filed in the SEC

What are the requirements to amend a certificate?

B.

What are the requisites for certificates to be amended or cancelled? a. None of the above b. Both C and D c. It must be signed AND sworn by ALL concerned parties d. It must be registered with the SEC

D.

When a partner becomes insolvent, which of the following will be the least to be satisfied with the partner's separate assets? a. Debts to his separate creditors b. Debts to his partner's separate creditors c. Debts to partnership creditors d. Debts to his partner by way of contribution

A.

When can a limited partner be held as trustee? a. When he promises specific things but does not follow through with the promise of delivery b. In circumstances of rightful returns c. In cases of industry that is wrongfully conveyed d. None of the above

At the same time in the same partnership provided that this fact is stated in the certificate signed, sworn to, and recorded in the Office of the Securities and Exchange Commission. his rights and powers are those of a general partner and would have the right of a limited partner.

When does a one person can be a general and a limited partner?

b) When a partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business.

When does the court shall decree a dissolution? (Article 1831) a) When a partner has not been declared insane in any judicial proceeding or is shown to be of unsound mind. b) When a partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business. c) When the business of the partnership can only be carried at a profit. d) Both A and B

D.

When is the partnership not bound by the act/s of a partner after dissolution in the following cases? a. Acts necessary to wind up partnership affairs b. Acts to complete transactions begun before dissolution c. New transactions where the third person is a previous creditor and there was a publication of the dissolution in a newspaper of general circulation in the place or places where the business had been carried on but such third person has not read it. d. New transactions where the third person is a new creditor and there was publication of the dissolution in a newspaper of general circulation in the place or places where the business had been carried on but such creditor has not read it.

In all cases other than those that will cause the certificate to be cancelled.

When should the certificate be amended?

b) Had not been dissolved

Where a partner enters a new contract with a third person after dissolution, the new contract generally will bind the partners, and each of them is liable for his share of any liability created by the acting partner, as if the partnership is in what state? (Article 1833) a) Had been dissolved b) Had not been dissolved c) Had been liquidated Had not been liquidated

C. the approval of the Commission for the cancellation

Which is not required for the cancellation of the certificate? a. the cancellation of certificate must be in writing b. signed by all of the members c. the approval of the Commission for the cancellation d. filed to the office of the Securities and Exchange Commission

A.

Which of the following is not a cause of dissolution? a. All partners assign their rights in partnership property to third person without promise to pay the debts of the partnership b. New partner is admitted c. A partner retires d. A partner dies

C.

Which of the following is not a right of the injured partner after annulment of partnership? a. Right to be indemnified by the guilty partner b. Right of retention of partnership c. Right to be a creditor and be prioritized in payment of partnership assets d. Right to be subrogated in place of creditors of partnership

D.

Which of the following obligations will be satisfied first with partnership asset during its liquidation process a. Return of the capital contribution of partners b. Share of the partners in profit c. Debt to creditors of the individual partner d. Debt to creditors of the partnership

c) Only II

Which of the following statements is/are false? (Article 1835) I. The dissolution of the partnership does not of itself discharge the existing liability of any partner. II. The individual property of a deceased partner shall not be liable for all obligations of the partnership incurred while he was a partner. a) I and II b) Only I c) Only II d) Neither I nor II

c) I and II

Which of the following statements is/are true? (ARTICLE 1832) I. Upon dissolution, the partnership ceases to be a going concern. II. The partner's power of representation is confined only to acts incident to winding up or completing transactions begun but not then finished. III. Not all partner is considered as agent of the partnership with authority to bind the partnership as well as the other partners. a) I, II, and III b) I and III c) I and II d) III only

d) All of the above

Which of the following statements will cause the partnership to dissolve? (Article 1830) a) By the death of any partner. b) By insolvency of any partner or of the partnership c) By the civil interdiction of any partner d) All of the above

B.

Which of the following will not cause the automatic dissolution of a limited partnership? a. Death of a general partner b. Death of a limited partner c. Insolvency of a general partner d. Insanity of a general partner

Which of the following is not a cause of dissolution? a. All partners assign their rights in partnership property to third person without promise to pay the debts of the partnership b. A partner becomes insolvent c. A partner retires d. A partner dies

a. All partners assign their rights in partnership property to third person without promise to pay the debts of the partnership

Statement 1: ARTICLE 1855. Where there are several limited partners the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income, or as to any other matter. If such an agreement is made, it shall be stated in the certificate, and in the absence of such a statement all the limited partners shall stand upon equal footing. Statement 2: ARTICLE 1856. A limited partner may receive from the partner the share of the profits or the compensation by the way of income stipulated for in the certificate; provided that after such payment is made, whether from the property of the partnership or that of a general partner, the partnership assets are in excess of all liabilities of the partnership except liabilities to limited partners on account of their contributions and to general partners. a. Both statements are True. b. Both statements are False. c. Only statement 1 is True d. Only statement 2 is True

a. Both statements are True.

When a partner becomes insolvent, which of the following will be the least to be satisfied with the partner's separate assets? a. Debts to his partner by way of contribution b. Debts to his partner's separate creditors c. Debts to partnership creditors d. Debts to his separate creditors

a. Debts to his partner by way of contribution

The manner of winding up of the dissolved partnership may be done either: a. Judicially and Extrajudicially b. Dissolution and Liquidation c. Formation and Operation d. Legal and Illegal

a. Judicially and Extrajudicially

"The certificate or articles of the limited partnership must be signed and sworn to by the limited partners, and filed for record in the Office of the Securities and Exchange Commission (SEC). However, Article 1844 does not specify the time within which the certificate must be filed with the Securities and Exchange Commission." a. The statement is true. b. The statement is false, as the certificate must be filed with the SEC 30 days after the formation of the partnership. c. The statement is false, as the certificate must be filed with the PRC instead of SEC. d.The statement is false, as Article 1844 specifies the definite time within which the certificate must be filed.

a. The statement is true.

According to Article 1858, A limited partner is liable to the partnership. Which of the following is NOT true about the Liability as a Trustee? a. When he promises specific things but does not follow through with the promise of delivery b. All members must consent to assignee become a substituted partner or the limited partner, being empowered by the certificate, must give the assignee the right to become a limited partner c. In circumstances of wrongful returns d. In cases of money and/or property that is wrongfully conveyed

b. All members must consent to assignee become a substituted partner or the limited partner, being empowered by the certificate, must give the assignee the right to become a limited partner

Luz, Vi, and Minda were childhood friends who just reunited after two decades. Upon their meeting, they wanted to form a partnership. Luz contributes P70,000 cash, while Vi contributes an office equipment with a fair value of P58,000 and a machine with a fair value of P67,999. Minda, on the other hand, will contribute industry. If the three wishes to form a limited partnership, who among them can be a limited partner? a. Only Luz, as he contributed P70,000 cash. b. Either Luz or Vi, as they contributed properties and cash. c. Either Vi or Minda, as Luz needs to be a general partner for contributing cash. d.No one among them can be a limited partner.

b. Either Luz or Vi, as they contributed properties and cash.

Consider the following statements: o A person may be a general partner and a limited partner at the same time. o A limited partnership should not have a general partner in it. o A limited partnership may be formed through mere oral agreement, especially if the capital is below P3,000,000. o A limited partner should be active in the management of the business to make up for his limited liability in the partnership. a. One statement is false. b. One statement is correct. c. Two statements are correct. d.All statements are false.

b. One statement is correct.

Which of the following cases will make the limited partner liable as a general partner? a. When he takes part in the control of the business. b. When his surname which appears in the partnership name is also the surname of a general partner. c. When he participates in the management of the business. d.When he is a general-limited partner as stated in the certificate.

b. When his surname which appears in the partnership name is also the surname of a general partner.

A limited partner shall have the same rights as a general partner to have __________and winding up by decree of court. a. Formation b. Operation c. Dissolution d. Liquidation

c. Dissolution

Which of the following cannot be solely contributed by the limited partner? a. Cash b. Real property c. Industry d. Checks

c. Industry

24. Which of the following is not a right of the injured partner after annulment of partnership? a. Right to be indemnified by the guilty partner b. Right of retention of partnership c. Right to be a creditor and be prioritized in payment of partnership assets d. Right to be subrogated in place of creditors of partnership

c. Right to be a creditor and be prioritized in payment of partnership assets

The right to demand an accounting of partnership affair must be directed against a. Person or partnership continuing the business b. Winding-up partners c. Surviving partners d. All of the above

d. All of the above

A limited partner (who is not not a general partner) is not excluded from excepting under this article unless he or she is simply a contributor to the relationship and does not have the ability to participate in its administration. a. The partnership receives loans. b. Transacting other business with it. c. If he isn't still a general partner, he will receive a pro rata portion of the partnership's assets from general creditors. d. Any partnership property is received or kept as collateral protection.

d. Any partnership property is received or kept as collateral protection.

Which of the following obligations will be satisfied first with partnership asset during its liquidation process a. Return of the capital contribution of partners b. Debt to creditors of the individual partner c. Share of the partners in profit d. Debt to creditors of the partnership

d. Debt to creditors of the partnership

The following information is a right of assignee of limited partner, which of the following is not TRUE? a. Entitled to receive profits of other compensation by way of income or return of the contribution to which the assignor would otherwise be entitled. b. He has no right to require any information or account of partnership transactions or to inspect transaction books. c. Assignee acquire all rights of the limited partner only when he becomes a substituted limited partner d. Liability to persons who suffered damage by reliance on a false statement in a certificate and creditors who extend credit or whose claims arose before the substitution.

d. Liability to persons who suffered damage by reliance on a false statement in a certificate and creditors who extend credit or whose claims arose before the substitution.

According to Article 1857, a limited partner shall not receive from a general partner or out of partnership property any part of his contribution, which of the following is FALSE? a. All liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, have been paid or there remains property of the partnership sufficient to pay them; b. The consent of all members is had, unless the return of the contribution may be rightfully demanded under the provisions of the second paragraph; and c. The certificate is cancelled or so amended as to set forth the withdrawal or reduction. d. Receive or hold as collateral security any partnership property

d. Receive or hold as collateral security any partnership property

If a limited partner takes part in the control of the partnership, he or she is _____________. a. Now the manager of the partnership. b. Deprived of the rights of a general partner. c. Required to pay additional money. d.Now liable as a general partner.

d.Now liable as a general partner.

A limited partner, being merely a contributor to the partnership without the right to take part in the management of the business. Which of the following information under the Allowable transactions is prohibited? a. Granting loans to the partnership; b. Transacting other business with it; and c. Receiving a pro rata share of the partnership assets with general creditors if he is not also a general partner. d.Receiving or holding as collateral security any partnership property

d.Receiving or holding as collateral security any partnership property

Substituted Limited Partner

is a person admitted to all the rights of a limited partner who has died or has assigned his interest in a partnership.

E

(STATEMENT I) A limited partner is liable to the partnership for the difference between his contribution as actually made and that stated in the certificate as having been made, and (STATEMENT II) A limited partner is liable to the partnership or any unpaid contribution which he agreed in the certificate to make in the future at the time and on the conditions stated in the certificate. a. Only statement I is true b. Only statement II is true c. Statement I is true, while Statement II is false d. Statement I is false, while Statement II is true e. Both statements are true f. Both Statements are false

False

A limited partner is not as liable as a general partner for the firm's obligations even if he becomes involved in the management of the firm's business.

A

A limited partner or a special partner is not allowed to contribute services. a. Medium b. Prima facie c. Pro rata d. Accrual of right

C.

A limited partner shall have the same rights as a general partner to have __________and winding up by decree of court. a. Formation b. Operation c. Dissolution d. Liquidation

B

A limited partnership is one formed by two or more persons under the provisions of this article, having as members one or more general partners and one or more limited partners. a. Article 1842 b. Article 1843 c. Article 1844 d. Article 1845

Substituted Limited Partner

A person admitted to all the rights of a limited partner who has died or assigned his interest in a partnership.

Yes upon filing an amendment to the original certificate in accordance with Article 1865.

After a limited partnership has been formed, can an additional limited partner be admitted?

B

All are conditions for exemption from liability as a general partner, except: a. his surname does not appear in the partnership name b. he takes part in the control of the business c. on ascertaining the mistake, he promptly renounces his interest in the profits of the business or other compensation by way of income d. he does not participate in the management of the business

False

General partners have the power to change the nature of the business even without the consent of the limited partners.

Doctrine of Marshalling of Assets

IDENTIFICATION: According to the ______________________________, Partnership assets to Partnership creditors; individual assets to individual creditors; anything left from either goes to the other

a. Dissolution

_________ is the change in the relationship of the partners caused by any partner ceasing to be associated in the partnership. a. Dissolution b. Termination c. Winding up d. All of the above

SCAR Co. is liable to Superpaint only A previous creditor is entitled to a special attention; hence he must be specially notified of the dissolution. Mere publication is not notice to him.

Sanya, Carlo, Amy, and Riley are partners in SCAR Co. whose business is car painting and repairs. All partners are capitalist partners with Sanya as manager. After three years of operation, Riley resigned from the partnership. Although Sanya was aware of such resignation, she still bought 20 gallons of car paint from Superpaint owned by Eddie who had been dealing with SCAR for the past three years, and car spare from Valiantparts, owned by Salva who was transacting for the first time with SCAR. The dissolution of SCAR was published in Manila Bulletin but neither Eddie nor Salva read it. Neither one knew at the time they transacted with Sanya that the partnership had been dissolved. To whom is the SCAR Co. liable?

b. True, False

Statement 1: A partner who dissolves the partnership in contravention of the agreement is liable for damages for unjustified dissolution. Statement 2: A partner may be compelled to remain in the partnership. a. True, True b. True, False c. False, False d. False, True

b. True, False

Statement 1: Art. 1835 states that dissolution of a partnership does not itself discharge the existing liability of a partner. Statement 2: The liability of a dormant partner shall be satisfied by the partnership assets and his contribution from personal property in case partnership property are already exhausted. a. True, True b. True, False c. False, False d. False, True

b. True, False

Statement 1: Dissolution is the point in time when the partners cease to carry on business together; the demise of the partnership. Statement 2: (Article 1829) On dissolution the partnership is terminated and is not continued until the winding up is completed. a. True, True b. True, False c. False, False d. False, True

a. True, True

Statement 1: Dissolution may cause involuntarily when a supervening event makes the business itself of the partnership unlawful. Statement 2: Loss of the specific thing before delivery causes dissolution because there is no contribution inasmuch as the thing to be contributed cannot be substituted with another. a. True, True b. True, False c. False, False d. False, True

D

Statement 1: Having more than one (1) limited partner in a partnership, they can agree that one of them can have priority over the others, even such is not stated in the certificate. Statement 2: The limited partner is not entitled to a share of the partnership's earnings or other forms of income compensation even if the partnership's assets are sufficient to meet those liabilities. a. True, True b. True, False c. False, True d. False, False

C

Statement 1: If the cause of dissolution is the death, act, or insolvency of a partner, authority of a partner to bind ceases upon the knowledge of the dissolution. Statement 2: If dissolution is caused by act of one of parties, co-partners are also liable to contribute towards a liability as if no dissolution has happened, provided that there is no notice, or the partner does not have knowledge of the dissolution. A. Only Statement 1 is true B. Only Statement 2 is true C. Both statements are true D. Both statements are false

d. Do any act which would make it possible to carry on the ordinary business of the partnership.

Without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the general partners have no authority to, except: a. Do any act in contravention of the certificate. b. Admit a person as a general partner. c. Confess a judgment against the partnership. d. Do any act which would make it possible to carry on the ordinary business of the partnership.

B.

Without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the general partners have no authority to: which is not true: a. Do any act in contravention of the certificate b. Confess a feeling against the partnership c. Admit a person as a general partner d. Admit a person as a limited partner, unless the right to do so is given in the certificate

Ysmael's appointment dissolves the partnership of which he is a member because it makes the business of the partnership unlawful.

Ysmael is a partner in a law firm. Later on, Ysmael is appointed Judge of the Regional Trial Court. Under the law, a Judge of the Regional Trial Court is prohibited from engaging in the practice of law. What is the ground that will dissolve the partnership Ysmael is a partner/member of?

b. Substituted Limited Partner

________ is a person admitted to all the rights of a limited partner who has died or has assigned his interest in a partnership a. Limited Partner b. Substituted Limited Partner c. Preferred Limited Partner d. Ordinary Limited Partner