SU #14 Exam Review

Question 1

(LLP) may avoid personal liability when a partner commits a negligent act

Answer 1

All partners other than the negligent partner and his or her supervisor

Question 2

In a general partnership the sharing of losses

Answer 2

Unless otherwise agreed, each partner must contribute in proportion to his share of profits toward any losses of the partnership

Question 3

Under RUPA, A General partnership if one of the partners dies before the termination of the partnership

Answer 3

it does not dissolve the partnership, the death results in dissociation and the other partners continue the partnership after purchasing the decedent partners interest

Question 4

A Joint Venture is an

Answer 4

association of persons engaged as co-owners in a single undertaking for profit.

Question 5

The rights of the general and limited partners regarding the assignment of their partnership interest

Answer 5

Basically the same with respect to both types of partners.

Question 6

RUPA states that a partnership is an entity

Answer 6

distinct from the partners or owners

Question 7

When a partner dies his partnership interest is

Answer 7

personal property that may be inherited according to a will. Heirs of the partnership interest are assignees, not partners

Question 8

The rights, powers, and duties of partners are largely defined by

Answer 8

the law of agency. Partners may agree to limit their rights

Question 9

Dissolution and winding up are

Answer 9

two separate activities

Question 10

Partners who are also creditors

Answer 10

share equally with non-partner creditors under RUPA

Question 11

A limited partner has the right to withdraw from the partnership upon

Answer 11

6 months notice or according to the partnership agreement

Question 12

The assignment of a partners interest in a general partnership will

Answer 12

Not affect the assigning partners liability to 3rd parties for obligations existing at the time of the assignment

Question 13

The following is unnecessary to form a partnership?

Answer 13

All limited partners capital contributions must be paid in cash. Capital contribution of a limited partner may be paid in cash, property, or services rendered.

Question 14

Under RUPA who has the right to inspect partnership books and records

Answer 14

Active and inactive partners

Question 15

The right of any partner to participate in the management of the partnership

Answer 15

General partners have the right to participate in management of the partnership

Question 16

Death of a partner causes dissociation

Answer 16

General partnerships under the RUPA

Question 17

All partners have a fiduciary duty to the partnership

Answer 17

Only a general partners have fiduciary duties to the partnership of loyalty and care because the manage the partnership.

Limited partner do not have fiduciary duties to the partnership

Question 18

All partners have apparent authority to bind the partnership

Answer 18

Only general partners have apparent authority to bind the partnership

Question 19

Who has the ability to act as an agent of a partnership

Answer 19

Both general and limited partners have the ability to act as an agent of the partnership