Mann_BLRB 9_TB_Ch33

Business Law and the Regulation of Business

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Chapter 33—Limited Partnerships and Limited Liability Companies TRUE/FALSE 1. A person for purposes of a member of a partnership includes a natural person, a partnership, a limited partnership, a trust, an estate, an association, or a corporation. ANS: T TOP: AICPA BB-Legal MSC: AACSB Analytic 2. Under the RULPA, a limited partnership may not use a name that is deceptively similar to that of any corporation or other limited partnership. ANS: T TOP: AICPA BB-Legal MSC: AACSB Analytic 3. The RULPA requires that the limited partnership certificate list the capital contribution of each general and limited partner. ANS: F TOP: AICPA BB-Legal MSC: AACSB Analytic 4. Foreign limited partnerships do not have to operate in another country to be identified as "foreign." ANS: T TOP: AICPA BB-Legal MSC: AACSB Analytic 5. If a limited partner votes on an amendment to the partnership agreement allowing a new business ven- ture, he will not lose his limited status. ANS: T TOP: AICPA BB-Legal MSC: AACSB Analytic 6. Unanimous written consent of all partners is required to add new limited partners to a limited partner- ship, unless the partnership agreement provides otherwise. ANS: T TOP: AICPA BB-Legal MSC: AACSB Analytic 7. Only the general partners have access to the books and records of the partnership. ANS: F TOP: AICPA BB-Legal MSC: AACSB Analytic 8. A limited partner owes a duty of care to the partnership similar to that of a general partner. ANS: F TOP: AICPA BB-Legal MSC: AACSB Analytic 9. Limited partners have limited liability for partnership obligations. ANS: T TOP: AICPA BB-Legal MSC: AACSB Analytic 10. Members of an LLC share profits and losses equally. ANS: F TOP: AICPA BB-Legal MSC: AACSB Analytic 11. The certificate of a limited partnership must be amended if a new general partner is admitted. ANS: T TOP: AICPA BB-Legal MSC: AACSB Analytic
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12. The majority of states have adopted the 2001 revision of the Revised Uniform Limited Partnership Act (ReRULPA), which reflects that LLPs and LLCs can meet many of the needs formerly met by limited partnerships. ANS: F TOP: AICPA BB-Legal MSC: AACSB Analytic 13. Written consent of all partners is required for the addition of a general partner only if the partnership agreement fails to deal with this issue. ANS: T TOP: AICPA BB-Legal MSC: AACSB Analytic 14. A limited partnership must continuously maintain within the state in which they do business, an office at which basic organizational and financial records are kept. ANS: T TOP: AICPA BB-Legal MSC: AACSB Analytic 15. Unlike general partnerships, limited partnerships are statutory creations. ANS: T TOP: AICPA BB-Legal MSC: AACSB Analytic 16. The RULPA and the 1985 RULPA are supplemented by the Uniform Partnership Act, which applies to limited partnerships in any case for which the Limited Partnership Act does not provide. ANS: T
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Mann_BLRB 9_TB_Ch33 - Chapter 33-Limited Partnerships and...

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