Deck 40: Limited Liability Companies, Limited Partnerships, and Limited Liability Limited Partnerships

Question 1

A partner's transfer of his/her transferable interest has no effect on his/her status as a partner,absent a contrary agreement.

Answer 1

True
Explanation: A partner's transfer of his transferable interest has no effect on his status as a partner,absent a contrary agreement.

Question 2

A member's most important right within an LLC is to receive distributions.

Answer 2

True
Explanation: A member's most important right in an LLC is to receive distributions,usually profits,from the LLC.

Question 3

A majority of the members of an LLC must agree for a plan to merger.

Answer 3

False
Explanation: All members of an LLC must consent to a plan for a merger of the business.

Question 4

In general,the ULPA does not grant partners much power to expel other partners from the partnership.

Question 5

Losses of the business allocated to a limited partner in a limited partnership or an LLLP offset his income from any other sources.

Question 6

In a limited partnership,a general partner's liability is limited to his investments in the business.

Question 7

Limited partners have the right to vote on partnership matters as a class.

Question 8

One partner leaving a limited partnership will not cause the partnership to be dissolved.

Question 9

In the absence of a decision by the members of an LLC,any member can demand the distribution of profits prior to the dissolution of the LLC.

Question 10

Ordinarily,members of a limited liability company have limited right to manage the business of the LLC.

Question 11

A limited liability company may elect to pay no federal income tax.

Question 12

A certificate of limited partnership must state the capital contributions of the limited partners.

Question 13

After all the LLC assets have been sold,the proceeds will be distributed first to the partners.

Question 14

An LLC member has no individual liability on LLC contracts,unless he/she also signs LLC contracts in his/her personal capacity.

Question 15

Owners of an LLC are called members.

Question 16

Each partner in a limited partnership owns an interest in the partnership.This is deemed his personal property.

Question 17

Limited Liability Companies (LLC)are formed under federal law for international commerce purposes.

Question 18

Except for the liability of limited partners,limited partnerships and LLLPs are identical.

Question 19

The death of a general partner causes dissolution of the limited partnership.

Question 20

A general partner in an LLLP will have unlimited liability if the LLLP was formed defectively.

Question 21

After all the assets of an LLC have been sold,the proceeds will be distributed first to LLC:

A) creditors.
B) founders.
C) transferees.
D) dissociated members.

Question 22

Any of the managers in a manager-managed LLC may be removed at any time by a vote of:

A) one third of all LLC members.
B) two-thirds of all LLC members.
C) a majority of LLC members.
D) the board of directors.

Question 23

A dissociating member will be liable to the LLC for damages caused by the dissociation due to:

A) the member being a debtor in a bankruptcy.
B) the member's death due to a motor vehicle accident.
C) a guardian being appointed over affairs of an Alzheimer-inflicted member.
D) the member withdrawing from the LLC after its term has expired.

Question 24

Nathan wrote a new software and named it "Black Mamba." To commercialize it,he formed an LLC (with a 50-year term)with his friend Pete.Two years later,Nathan withdrew from membership of the LLC since his and Pete's working styles did not match in any way.Under which of the following conditions can Nathan ask for a judicial dissolution of the LLC?

A) The LLC failed to purchase Nathan's interest within a week of his dissociation.
B) Since Nathan wrote "Black Mamba," Pete should not profit from it or the LLC.
C) Pete is using the profits from the LLC to sell a fake version of "Black Mamba."
D) The LLC failed to give fair value to Nathan for his transferable interest.

Question 25

Steve,Martha,and Pete formed an LLC two years ago.Steve has contributed $100,000,Martha has contributed $50,000,and Pete has contributed $50,000 to date to the LLC.The LLC made a profit of $30,000 in two years.By default,how much will Steve's share of profits be?

A) $10,000
B) $20,000
C) $15,000
D) $30,000

Question 26

Marc and Sonia were the only members of the MS Limited Liability Company.Marc then sold all his rights in the LLC to Gertrude.As a result:

A) Gertrude becomes a member of the LLC.
B) Gertrude gains the right to receive Marc's share of distributions.
C) Marc ceases to be a member of the LLC.
D) the LLC becomes a sole proprietorship of Sonia.

Question 27

Which of the following is correct concerning a limited liability company?

A) It has limited ability to buy,hold,and sell property.
B) Typically,an LLC is a tax shelter for big corporations.
C) It is mandatory to have an operating agreement.
D) Members who manage an LLC are fiduciaries of the LLC.

Question 28

The LLC is not ordinarily liable for the wrongful acts of:

A) manager members in a member-managed LLC.
B) nonmanager members in a manager-managed LLC.
C) nonmanager members in a member-managed LLC.
D) manager members in a manager-managed LLC.

Question 29

Joshua,Rachel,and Daniel formed an LLC to manage their accounting business.Joshua contributed $20,000 to the LLC.Rachel and Daniel contributed $40,000 each.A year later,the LLC needed capital injection and Joshua lent a credit of $50,000.However,nothing could save the LLC and it entered bankruptcy and got dissolved.Joshua was the only creditor of the LLC.If a total of $50,000 was obtained after the sale of all the assets of the dissolved LLC,how much will Rachel get?

A) $0
B) $10,000
C) $50,000
D) $25,000

Question 30

A limited liability company:

A) is either member-managed or manager-managed.
B) shares its profits equally with shareholders.
C) is not required to pay federal income tax.
D) is owned only by shareholders.

Question 31

The owners of an LLC are called:

A) natural persons.
B) members.
C) partners.
D) managers.

Question 32

Josh,Betty,and Danny formed an LLC to manage their accounting business.Josh contributed $20,000 to the LLC.Betty and Danny contributed $40,000 each.Being close friends,they did not include a profit and loss sharing plan in the operating agreement.A year later,they realize their working styles do not match.All the members agree to dissolve the LLC and sell all of its assets.Assuming that the LLC did not have any creditors and a total of $175,000 was obtained after the sale of all the assets of the dissolved LLC,how much will Betty get?

A) $100,000
B) $75,000
C) $50,000
D) $65,000

Question 33

Under the RULLCA,which of the following is true about a transferee in an LLC?

A) A transferee has the right to hire managers in a manager-managed LLC.
B) A transferee has limited rights to manage the ordinary business of the LLC.
C) A transferee has only a limited right to information about the LLC's accounts.
D) A transferee is a member of the LLC.

Question 34

The RULLCA allows for automatic dissolution of an LLC when:

A) a member of the LLC dies.
B) a majority of the members dissociate.
C) a member of the LLC goes bankrupt.
D) it becomes unlawful for the LLC business to continue.

Question 35

Which state passed the first limited liability company (LLC)statute in 1977?

A) Wyoming
B) Nevada
C) Montana
D) Nebraska

Question 36

A member of an LLC is treated as a transferee of his/her transferable interest only after:

A) he/she transfers his/her transferable interest to another person.
B) he/she gives notices to third parties about the transfer.
C) a creditor receives his/her transferable interest.
D) his/her dissociation from the LLC due to judicial expulsion.

Question 37

How are limited liability companies (LLCs)taxed?

A) They are always taxed the same as general partnerships.
B) They are always taxed the same as corporations.
C) They are taxed either as partnerships or as corporations,at the option of the LLC.
D) They are taxed either as partnerships or sole proprietorships,at the option of the LLC.

Question 38

Which of the following is a nonwrongful kind of member dissociation from an LLC?

A) Dissociation caused by a member being a debtor in a bankruptcy.
B) Dissociation caused by a member's death due to a motor vehicle accident.
C) Dissociation caused by the judicial expulsion of a member.
D) Dissociation caused by a member withdrawing from an LLC before the LLC's term has expired.

Question 39

Johnathan LLC has a term of eight years.It had only two partners,Jonathan and John,in its first five years of existence.It was not dissolved when John withdrew from membership in the sixth year.The LLC has continued its business and Johnathan has agreed to pay John,as per the provisions of the RULLCA.Consequently,Johnathan is obligated to pay John the value of his interest within:

A) 120 days after John's dissociation.
B) 90 days after John's dissociation.
C) 120 days after the end of the LLC's term.
D) 90 days after the end of the LLC's term.

Question 40

What is the document that is filed with the secretary of state to form an LLC?

A) Articles of Incorporation
B) Certificate of Organization
C) Operating Agreement
D) Bylaws

Question 41

Under the default rules of the ULPA,a limited partner who wishes to withdraw from a limited partnership has:

A) the power but not the right to withdraw.
B) the right but not the power to withdraw.
C) neither the power nor the right to withdraw.
D) both the power and the right to withdraw.

Question 42

As commonly occurs,a(n)_____ may be the sole general partner of a limited partnership.

A) association
B) natural person
C) corporation
D) trust

Question 43

The limited partnership agreement of Davos Limited Partnership has no clause on partners who transfer their transferable interests.Davos is the only general partner of the limited partnership.There are five limited partners.Two of them transfer their transferable rights to their sons (one each).By consent of all the partners,the two transferees are also made partners.How many limited partners does Davos Limited Partnership now have?

A) 6
B) 7
C) 5
D) 3

Question 44

Shawn was a manager and a limited partner in a Wall Street securities investment firm limited partnership.He was expelled from the limited partnership after his conviction in a securities fraud.Which of the following is true?

A) Shawn will retain his right to receive profits.
B) Shawn will retain his right to vote as a limited partner.
C) Shawn will lose his limited liability status.
D) Shawn will retain his managerial powers.

Question 45

A limited partnership certificate must contain the:

A) partners' shares of profits.
B) signature of each general partner.
C) names of the limited partners.
D) capital contributions of the general partners.

Question 46

Carol is the only general partner in ABC Limited Partnership.She contributes $50,000 in capital.Wayne and Hosek are the only limited partners.Wayne contributes $25,000 in capital,and Hosek contributes $25,000 in capital.ABC suffers a loss of $5,000.What is Hosek's share of the loss?

A) $1,250
B) $2,500
C) $5,000
D) $0

Question 47

To give notice of a dissociation that is effective against everyone,the ULPA permits the filing of a Notice of Dissociation which is effective:

A) 120 days after filing.
B) 90 days after dissociation.
C) 90 days after filing.
D) 120 days after dissociation.

Question 48

If a limited partner becomes a general partner as well in a limited partnership:

A) her share of profits will go down.
B) she will lose her managerial powers.
C) she will lose her limited liability.
D) she will lose her right to receive profits.

Question 49

The primary reason to choose the limited liability limited partnership instead of a limited partnership as a form of business is to:

A) create a tax shelter for the partners.
B) raise large amounts of capital.
C) limit the liability of all of its general partners.
D) relieve owners from managing the business.

Question 50

Who is liable for the acts of the managers of the LLC?

A) Only the LLC itself
B) The organizers of the LLC
C) The members of the LLC
D) The incorporators of the LLC

Question 51

Under the Uniform Limited Partnership Act (ULPA),a new partner may be admitted only upon the fulfillment of which of the following conditions?

A) Each partner's consent is required.
B) A written agreement is required.
C) The secretary of state's consent is required.
D) The Vote of the partners is required.

Question 52

A general partner in a limited partnership believes wrongly that an LLLP has been created.In such a case,which of the following will apply?

A) He will be considered a limited partner of the limited partnership.
B) He will lose his management powers over the limited partnership.
C) He will have to share profits equally with all other partners.
D) He will have unlimited liability for the obligations of the limited partnership.

Question 53

With regard to an LLLP,a _____ is conclusive proof that a limited partnership exists.

A) Domicile Certificate
B) Certificate of Authority
C) Certificate of Incorporation
D) Certificate of Existence

Question 54

A dissociated limited partner:

A) retains his right to receive profits.
B) retains his right to vote as a limited partner.
C) loses his limited liability status.
D) retains his managerial powers.

Question 55

Under the ULPA of 2001,a limited partner who participates in management and control of the limited partnership:

A) has unlimited liability to creditors of the limited partnership.
B) has limited liability only to those creditors with whom he has transacted businesses.
C) has unlimited liability only to those creditors with whom he has transacted business and who reasonably believe that he is a general partner.
D) has liability up to the limit of his capital contribution.

Question 56

A limited partner's obligation to contribute capital may be enforced only by the:

A) general partners and the creditors of the limited partnership.
B) limited partners of the limited partnership.
C) limited partnership and the general partners.
D) limited partnership and creditors of the limited partnership.

Question 57

Amanda and Sally are close friends who form a limited partnership to open a salon.They refuse to put a buyout clause for withdrawing partners in the limited partnership agreement,assuming that their friendship and business will last forever.Amanda,as a general partner,contributes $100,000 and Sally,as a limited partner,contributes $125,000.Two years later,Sally accuses Amanda of falsifying the data and withdraws from the limited partnership.How much will Sally receive from the limited partnership?

A) $125,000
B) $10,000
C) $100,000
D) $0

Question 58

Jason believes that he is a limited partner in Yorktown Yankees Limited Partnership.Jason discovers that no limited partnership certificate has been filed with the secretary of state.What should he do?

A) Withdraw from the limited partnership by obtaining a refund of his capital contribution.
B) Cause a proper certificate of limited partnership to be filed with the secretary of state.
C) File with the secretary of state a limited partner certificate declaring his limited partner status.
D) Nothing.His status is not affected by the failure to file a limited partnership certificate.

Question 59

A limited partner in a limited partnership:

A) provides capital and shares profits.
B) is a fiduciary of the business.
C) has management powers.
D) possesses complete liability for its obligations.

Question 60

Terrance and Barbara created a limited partnership,but inadvertently misstated its name in the certificate of limited partnership.How will their liability be affected by this?

A) The partners will have unlimited liability.
B) Only general partners will have limited liability.
C) Only general partners will have unlimited liability.
D) The partner contributing more will be held for liability.

Question 61

Ken was a general partner in a limited partnership until March 2011,when he transferred all his transferable rights to his wife.A few days later,he was expelled from the limited partnership by other partners.If the limited partnership did not give any notice of dissociation,Ken will retain his apparent authority to transact for the limited partnership until:

A) 2012.
B) 2013.
C) 2014.
D) 2015.

Question 62

What form of statute would authorize an individual to form an LLLP?

A) Federal statute
B) State statute
C) International statute
D) City statute

Question 63

Sandra starts a new LLLP for her gelato business.She becomes the general partner of the LLLP and her friend Katy becomes a limited partner.There are no other general or limited partners in the LLLP.Apart from being a general partner,Sandra wishes to become a limited partner in the LLLP to increase her share of profit.Can she do it? If not,suggest a method by which she might be able to do it.

Question 64

Bob is a partner in XYZ Limited Partnership.For tax reasons,Bob wishes to be both a general and a limited partner.May he do this?

Question 65

What type of partner in a Limited Liability Limited Partnership (LLLP)contributes capital and manages the business.

A) General Partner
B) Limited Partner
C) Foreign Partner
D) Domestic Partner

Question 66

How long does it take before a certificate of dissociation is effective to prevent liability as a partnership is winding down?

A) 90 days
B) 180 days
C) 365 days
D) 30 days

Question 67

Samantha is the general partner and Jack and Jared are the limited partners of Profiler Limited Partnership.Samantha has contributed capital of $30,000 to the partnership,Jack has contributed $150,000,and Jared has contributed $120,000.They have not agreed on how to share profits or losses.Profiler incurs a loss of $90,000 in its first year.What is Jack's share of the loss? If Jack has a total income of $225,000 from other sources and an income of $15,000 from other passive investments,how much of the loss may he deduct on his federal income tax return?

Question 68

Brady is the sole general partner in ABC Limited,a limited partnership.There are five limited partners.One day,Brady went to the grocery store to purchase groceries for himself.He forgot his personal checkbook.However,he had the partnership's checkbook.Unable to otherwise pay for the groceries,he wrote a check from the partnership account,thinking that he "owned" part of the money in the account anyway.Discuss.

Question 69

The ULPA and the RULLCA permit limited partnerships and LLCs to merge with other businesses.For the merger procedure,the first requirement is that the companies have to:

A) file a suit in the proper court.
B) obtain consent from the state secretary.
C) adopt a conversion plan.
D) enter into an agreement.

Question 70

Kallie and Lisa wish to start XYZ Limited Liability Company.What steps do they need to take in order to establish it?