Brainscape's Knowledge GenomeTM

Browse over 1 million classes created by top students, professors, publishers, and experts.


See full index

BA > Partnerships > Flashcards

Partnerships Flashcards

1
Q

In an LP, a GP has the ____ legal rights and responsibilites as partners in a GP

A

Same

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

In an LP, a LP (is/is not) personally liable for debts/to creditors of the limited partnership and have no rights in the management of the LP

A

Is not

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

Much like with the Partnership Agreement, the Limited Partnership _____ controls instead of the defaults on most matters.

A

Agreement

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

Limited Partners can be given certain management rights by the ______, but cannot be assigned liability alone by the agreement

A

Limited Partners can be given certain management rights by the LP Agreement, but cannot be assigned liability alone by the agreement
`

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

T/F

Management rigths caannot lead to liability

A

False

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

A _____ cannot exist without being properly formed under state law.

A

Limited Partnerships

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

To form a Limited Partnership
All of the _____ must execute a certificate of limited partnership and file it in the _____. Effective on date and at time of filing.

A

General Partners

Office of the Secretary of State.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

Taxed Similarly to Partnership, limited partners (do/do notpay tax) on their share of income earned by the LP

A

Do

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

Gaps in an LP agreement can be filled by _____

A

Limited/General Partnership statutes, depending on whose conduct is in question

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

Assignee of GP’s partnership interest may become a limited partner as provided in the LPship Agreement or upon ______

A

affirmative vote/consent of all partners.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

Fiduciary duties can be eliminated by the Agreement EXCEPT for _______

A

the duty of good faith and fair-dealing

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

If sole GP or LP withdraw from LP, a successor to those positions must be ______ within a time frame determined by the statutes

A

elected or admitted

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

What are the LLC terms?

A

Members
Transferee
Operating Agreement
Manager/Company Official

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

In an LLC, an _____ governs operations but is not required

A

operating agreement

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

Under RULLCA 108, an LLC is distinct from its _____

A

members

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

Under RULLCA 108, an LLC may have any ___ purpose

A

lawful

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

Under RULLCA 108, an LLC has ___ duration

A

perpetual

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
18
Q

In an LLC, Members, managers, transferees, company officials (are/are not) personally liable for the company’s debts and obligaton

A

Are not

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
19
Q

What is the default management structure for an LLC?

A

Member-managed

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
20
Q

What are the 4 requirements to form a partnership?

I. Will. Love. Running.

A
  1. Intent—two persons must intend to carry on a business for profit as co-owners but do not
    need the specific intent to form a P; may be implied by the parties’ conduct
  2. Written agreement not required—an oral agreement is sufficient
  3. Legality—purpose of P must be legal
  4. Rules for determining the existence of a P
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
21
Q

T/F

A partner may enter into contracts with third parties on behalf of P

A

True

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
22
Q

If there is no agreement or the agreement is silent on the terms, the partners share profits ____

A

equally

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
23
Q

Partners must contribute to the partnership’s ___ according to each partner’s share in the profits

A

losses

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
24
Q

Aan LLP partner (is/is not) personally liable for the
debts/obligations of the LLP that arise from the negligent or wrongful acts of other
partners/agents, regardless of whether the obligation is based in contract or tort

A

Is not

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
25
Q

A partner (is/is not) liable for own personal misconduct

A

is

26
Q

In an LP, a partner’s liability for her debts is ___ to her capital contribution to the LP

A

Limited

27
Q

In an LP, a partner (is / is not) personally liable to third parties for obligations of LP

A

Is

28
Q

Limited and GP can contribute cash, property, or services, and (are / are not)
obligated to the LP with respect to any written, enforceable promise of a future contribution

A

Are

29
Q

T/F

A limited partner has the right to bring a derivative action on behalf of LP

A

True, however, they must first make an effort to cause general partner to bring an action.

30
Q

The ____ is a written agreement that sets forth each partner’s rights and obligations with respect to the partnership

A

articles of partnership

31
Q

A ___ is the The basic document filed with a designated state official by which a limited partnership is formed.

A

Certificate of limited partnership

32
Q

A ___ is an order granted by a court to a judgment creditor that entitles the creditor to attach profits or assets of a partner on dissolution of the partnership.

A

charging order

33
Q

____ is he severance of the relationship between a partner and a partnership when the partner ceases to be associated with the carrying on of the partnership business.

A

dissociation

34
Q

In a limited partnership , the __ __ is a partner who assumes responsibility for the management of the partnership and liability for all partnership debts.

A

General Partner

35
Q

In partnership law, ______ allows a plaintiff to sue, and collect a judgment from, one or more of the partners separately (severally, or individually) or all of the partners together (jointly). This is true even if one of the partners sued did not participate in, ratify, or know about whatever gave rise to the cause of action.

A

Joint and Several Liability

36
Q

A ____ is a form of partnership that allows professionals to enjoy the tax benefits of a partnership while limiting their personal liability for the malpractice of other partners.

A

limited liability partnership

37
Q

In a limited partnership, a _____ is a partner who contributes capital to the partnership but has no right to participate in the management and operation of the business. The limited partner assumes no liability for partnership debts beyond the capital contribute

A

limited partner

38
Q

A ____ is a partnership consisting of one or more general partners (who manage the business and are liable to the full extent of their personal assets for debts of the partnership) and one or more limited partners (who contribute only assets and are liable only to the extent of their contributions)

A

limited partnership

39
Q

A ____ is a judicially created partnership that may, at the court’s discretion, be imposed for purposes of fairness. The court can prevent those who present themselves as partners (but who are not) from escaping liability if a third person relies on an alleged partnership in good faith and is harmed as a result.

A

partnership by estoppel

40
Q

A partnership is formed when ____ or more people agree to carry on a ____ as co-owner for ___

A

two

business

profit

41
Q

No specific formalities are required to form a ____

A

partnership

42
Q

The default partnership is a ____ partnership where all partners are ___ for their liabilities of the partnership

A

general

liable

43
Q

In a GP, the ___ act as __ for the partnership liabilities

A

partners

guarantors

44
Q

A partnership needs words indicating that a business entity was formed, such as ___

A

limlited partnership, LP, LLC, Inc.

45
Q

A ___ is liable for tort committed by a partner within the scope of his partnership

A

partnership

46
Q

Is a partnership liable for the torts committed by the partners?

A

Yes, if they are acting within the scope of their partnership. I.e an author writes a defamatory article.

47
Q

In a GP, all partners are ___ if the partnership assets are ___ to meet their liabilities

A

liable

insufficient

48
Q

What happens if the partnership assets are insufficient to pay its liabilities?

A

The partners are liable are would be required to pay out of their own assets.

49
Q

T/F

All partners are agents of a partnership and generally authorized to act on behalf of the partnership

A

True

50
Q

A partnership needs words indicating that a business entity was formed, such as ___

A

limlited partnership, LP, LLC, Inc.

51
Q

A ___ is liable for tort committed by a partner within the scope of his partnership

A

partner

52
Q

Is a partnership liable for the torts committed by the partners?

A

Yes, if they are acting within the scope of their partnership. I.e an author writes a defamatory article.

53
Q

In a GP, all partners are ___ if the partnership assets are ___ to meet their liabilities

A

liable

insufficient

54
Q

What happens if the partnership assets are insufficient to pay its liabilities?

A

The partners are liable are would be required to pay out of their own assets.

55
Q

T/F

All partners are agents of a partnership and generally authorized to act on behalf of the partnership

A

True

56
Q

The formation of a GP only requires the ___ form a partnership, however, in an LP, LLC, and a corp., documents need to filed with the ___

A

intent

SOS

57
Q

A partnership will be liable for ___ entered into on its behalf by agents who have __ or ___ authority

A

contracts

actual

apparent

58
Q

Partners are __ of the partnership

A

agents

59
Q

Which business structure only requires intent to form?

A

General Partnership

60
Q

Profit sharing creates the ___ that a partnership has been formed

A

presumption

61
Q

Partners are__ ___ ___liable for all torts committed by employees or partners in the ordinary course of business or with the authority of the partnership. (And partners are always liable for their individual torts.)

A

jointly and severally

BA (7 decks)

Brainscape helps you reach your goals faster, through stronger study habits.
© 2024 Bold Learning Solutions. Terms and Conditions