Question 1

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?

Accepted Answer

The answer of Bob is a partner in XYZ Limited...

Question 2

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

Accepted Answer

The answer of Kallie and Lisa wish to start XYZ...

Question 3

In Lach v.Man O'War,LLC,the case in the text,why did the court hold that the general partners were not required to comply with the requirements for conversion?

Accepted Answer

The court held that the general partners were not required to comply with the requirements for conversion because a new LLC was formed and the limited partnership dissolved.However,the court found that the general partners breached their fiduciary duty by transferring the assets of the limited partnership to the LLC without the consent of a limited partner.

Question 4

Which of the following is not required to be approved by all members under the ULPA of 2001?

Accepted Answer

The ULPA of 2001 requires few actions to be approved by all the partners.Only amendment of the limited partnership agreement,amendment of the limited partnership certificate,and sale or other transfer of substantially all the limited partnership's assets outside the ordinary course of business require approval of all the partners.

Question 5

A limited partnership agreement may not restrict a general partner's:

Accepted Answer

While a limited partner's power to withdraw may be eliminated,the limited partnership agreement may not restrict a general partner's right to withdraw.The grounds for this distinction is that a general partner should be able to withdraw from his duties to manage the limited partnership,while the limited partner as a passive investor has no such need to be relieved of that burden.

Question 6

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?

Accepted Answer

The answer of Samantha is the general partner and Jack...

Question 7

The ULPA makes it harder for a limited partnership to dissolve and provides few rights for partners who dissociate from the limited partnership before the partners expect because:

Accepted Answer

Reflecting the intent that limited partnerships and LLLPs are for long-term businesses,the ULPA makes it harder for a limited partnership to dissolve and provides few rights for partners who dissociate from the limited partnership before the partners expect.

Question 8

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.

Accepted Answer

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Question 9

________ is when the holder of preferred stock can convert their preferred shares into other stock of the corporation.

Accepted Answer

Conversion is a right that gives the holders of preferred stock the option to convert their preferred shares into other stock of the corporation,usually common shares.

Question 10

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.

Accepted Answer

The answer of Brady is the sole general partner in...

Quiz 40: Limited Liability Companies, limited Partnerships, and Limited Liability Limited Partnerships