Question 1

The retirement of a general partner does not dissolve a limited partnership.

Accepted Answer

The answer of The retirement of a general partner does...

Question 2

Neither the general partners nor the limited partners have personal liability for the debts and obligations of the LLLP.

Accepted Answer

Limited liability is a defining characteristic of a limited liability limited partnership (LLLP), which means that both general partners and limited partners are protected from personal liability for the debts and obligations of the partnership.

Question 3

Upon dissolution, a limited partnership's affairs must be wound up by partners who have acted wrongfully in actions that resulted in the dissolution.

Accepted Answer

The statement is incorrect. Upon dissolution, the winding up of a limited partnership's affairs is typically carried out by one or more general partners, unless the partnership agreement specifies otherwise. It is not necessary that the partners who caused the dissolution wind up the affairs of the partnership.

Question 4

Limited partners of a limited liability limited partnership (LLLP) are involved in the management functions of the partnership.

Accepted Answer

The answer of Limited partners of a limited liability limited...

Question 5

In which of the following circumstances is a decree of judicial dissolution granted to a partner?

Accepted Answer

A decree of judicial dissolution is granted to a partner when it is not reasonably practical to carry on the business in conformity with the limited partnership agreement. This could be due to irreconcilable differences between the partners, or if the business is no longer profitable or sustainable. In the other options, A and D may result in the removal of the partner or partners involved, but not necessarily dissolution of the entire partnership. B may result in bankruptcy but not necessarily judicial dissolution.

Question 6

An LLLP is a foreign limited liability limited partnership in the state in which it is formed.

Accepted Answer

An LLLP (Limited Liability Limited Partnership) is not considered foreign in the state in which it is formed; it is considered foreign in states other than where it was formed when seeking to do business there.

Question 7

Any partner may petition the court to wind up the affairs of a limited partnership.

Accepted Answer

Any partner of a limited partnership has the right to petition the court to wind up the affairs of the partnership. This is provided for under most state limited partnership statutes.

Question 8

A certificate of cancellation is a document that is filed with the secretary of state upon the dissolution of a limited partnership.

Accepted Answer

A certificate of cancellation is indeed a document that is filed with the secretary of state upon the dissolution of a limited partnership.

Question 9

If Gerard Koontz retires from being a general partner in a limited partnership, which of the following is true?

Accepted Answer

The retirement of a general partner in a limited partnership typically triggers dissolution of the partnership according to the Revised Uniform Limited Partnership Act (RULPA), unless the partnership agreement specifies otherwise or all partners agree to continue the partnership.

Question 10

A partner who winds up the affairs of a limited partnership has the same rights, powers, and duties as a partner winding up a general partnership.

Accepted Answer

According to the Uniform Limited Partnership Act, a partner winding up the affairs of a limited partnership has the same rights, powers, and duties as a partner winding up a general partnership. Therefore, the statement is true.

Question 11

Who among the following get first priority in the distribution of assets upon the dissolution of a partnership?

Accepted Answer

Creditors have first priority in the distribution of assets upon the dissolution of a partnership. This means that any debts owed by the partnership must be paid off before any remaining assets can be distributed to partners or investors. Limited and general partners may receive a share of the remaining assets based on their ownership stakes, but only after creditors have been paid.

Question 12

A ________ is a document that is filed with the secretary of state upon the dissolution of a limited partnership.

Accepted Answer

A certificate of cancellation is the document that is filed with the secretary of state upon the dissolution of a limited partnership.

Question 13

If a corporation is a general partner to a limited partnership, which of the following would result from the dissolution of the corporation?

Accepted Answer

If the corporation is a general partner to a limited partnership and the corporation dissolves, it would result in the dissolution of the limited partnership. The limited partnership cannot exist without a general partner, and the dissolution of the corporation would leave no general partner to carry on the business. Therefore, the limited partnership would have to be dissolved as well.

Question 14

An existing limited partnership cannot be converted to a limited liability limited partnership.

Accepted Answer

An existing limited partnership can be converted to a limited liability limited partnership by amending the partnership agreement and filing the necessary paperwork with the state.

Question 15

A decree of judicial dissolution is granted to a partner whenever it is not reasonably practical to carry on the business in conformity with the limited partnership agreement.

Accepted Answer

According to the Uniform Limited Partnership Act, a decree of judicial dissolution can be granted if it is not reasonably practical to carry on the business in conformity with the limited partnership agreement.

Question 16

A ________ is a special type of limited partnership that has both general partners and limited partners, where both the general and limited partners have limited liability and are not personally liable for its debts.

Accepted Answer

The description matches that of a limited liability limited partnership (LLLP), which is a specific type of limited partnership where all partners (both general and limited) have limited liability and are not personally responsible for the partnership's debts. Master limited partnerships (MLPs) are a different type of partnership primarily used in the energy and natural resources industries, and sole proprietorships are a type of business where there is only one owner who is personally responsible for all debts and liabilities. Foreign limited partnerships are partnerships registered in a foreign country and conducting business in the US.

Question 17

The end of the life of the limited partnership, as specified in the certificate of limited partnership, causes the dissolution of a limited partnership.

Accepted Answer

This is true as the limited partnership agreement specifies the end of the partnership, which results in the dissolution of the partnership.

Question 18

Which of the following happens when a general partner withdraws from a limited partnership?

Accepted Answer

When a general partner withdraws from a limited partnership, it can lead to dissolution of the partnership as the partnership agreement may require unanimous consent of all partners to continue operating. Therefore, the partnership may be dissolved unless the remaining partners can agree on a new partnership agreement.

Question 19

Which of the following is a cause for the dissolution of a partnership?

Accepted Answer

The withdrawal of a general partner is a cause for the dissolution of a partnership as it disrupts the balance of power and responsibilities among the partners. The other choices do not necessarily result in the dissolution of the partnership, as the consent of the partners or the acquisition of the business by another partnership may not affect the partnership agreement, and the withdrawal of all limited partners may not impact the general partnership.

Question 20

If a firm is designated as an LLLP, it refers to a ________.

Accepted Answer

LLLP stands for Limited Liability Limited Partnership, which is a type of partnership where all partners have limited liability, but also have limited control and limited involvement in management.

Quiz 35: Limited Partnerships and Special Partnerships