BUL 5810 Chapter 32 Homework and
Video Quizzes
Which of the following need NOT be included in the certificate filed by a limited
partnership?
a. The name of the limited partnership.
b. The name and address of the agent for service of process.
c. The names and addresses of each of the limited partners.
d. The name and business address of each general partner. - answerc. The names and
addresses of each of the limited partners.
A general partner of a limited partnership has a(n) __________ relationship to the
general and limited partners.
a. limited
b. fiduciary
c. foreign
d. None of these are correct. - answerb. fiduciary
When were the last amendments made to the RULPA?
a. 1976.
b. 1985.
c. 2001.
d. 2005. - answerc. 2001.
The __________ of a partner may be cash, property, services rendered, a promissory
note, or an obligation to contribute cash or property or to perform services.
a. contribution
b. capital
c. assets
d. liabilities - answera. contribution
Which of the following is correct regarding the fiduciary duties in a limited partnership?
a. A general partner has a fiduciary relationship to the limited partners, but not to any
other general partners.
b. Judicial authority seems to suggest that the limited partner has no fiduciary duty to
the partnership.
c. The fiduciary duty of the general partner has little effect upon the interests of the
limited partners, because they have no ability to manage or control the partnership.
d. All of these are correct. - answerb. Judicial authority seems to suggest that the limited
partner has no fiduciary duty to the partnership.
Which of the following is correct regarding a limited partnership?
, a. The general partner must make a capital contribution.
b. It can be created in such a way that the general partner has limited liability.
c. It can only be created pursuant to statutory provisions.
d. Limited partners are unable to vote on the incurrence of debt other than in the
ordinary course of business under the safe harbor provisions of the RULPA. - answerc.
It can only be created pursuant to statutory provisions.
A company that is in a non-corporate business, limits liability for owners, and all
members may participate in management is:
a. a limited partnership.
b. a corporation.
c. a limited liability company.
d. a general partnership. - answerc. a limited liability company.
Typically, members of a limited liability company have the right to vote on proposals to:
a. adopt or amend the operating agreement.
b. sell all or substantially all of the limited liability company's assets prior to dissolution.
c. merge the limited liability company with another limited liability company.
d. All of these are correct. - answerd. All of these are correct.
Members of member-managed LLCs and manager-managed LLCs are the same in
which of the following aspects?
a. Control.
b. Who has fiduciary duties.
c. Liability.
d. All of these are correct. - answerc. Liability.
A __________ is a partnership in which the liability of the general partners has been
limited to the same extent as in a limited liability partnership.
a. limited partnership
b. limited liability company
c. limited liability limited partnership
d. None of these are correct. - answerc. limited liability limited partnership
Daniel is a general partner in a real estate investment firm. Hank and Barry are limited
partners. Daniel, without the consent or ratification of Hank and Barry, can:
a. not have almost exclusive managerial control of the business.
b. rename the partnership using Hank's last name.
c. act as an agent of the partnership.
d. admit another limited partner. - answerc. act as an agent of the partnership
Under the RULPA, if Jack contributed $1000 as a limited partner and signed a
certificate, but the certificate was filed in the wrong office, Jack:
a. is not a partner, but may receive future profits.
b. will not be liable as a general partner if he quickly withdraws from the business and
renounces future profits.
Video Quizzes
Which of the following need NOT be included in the certificate filed by a limited
partnership?
a. The name of the limited partnership.
b. The name and address of the agent for service of process.
c. The names and addresses of each of the limited partners.
d. The name and business address of each general partner. - answerc. The names and
addresses of each of the limited partners.
A general partner of a limited partnership has a(n) __________ relationship to the
general and limited partners.
a. limited
b. fiduciary
c. foreign
d. None of these are correct. - answerb. fiduciary
When were the last amendments made to the RULPA?
a. 1976.
b. 1985.
c. 2001.
d. 2005. - answerc. 2001.
The __________ of a partner may be cash, property, services rendered, a promissory
note, or an obligation to contribute cash or property or to perform services.
a. contribution
b. capital
c. assets
d. liabilities - answera. contribution
Which of the following is correct regarding the fiduciary duties in a limited partnership?
a. A general partner has a fiduciary relationship to the limited partners, but not to any
other general partners.
b. Judicial authority seems to suggest that the limited partner has no fiduciary duty to
the partnership.
c. The fiduciary duty of the general partner has little effect upon the interests of the
limited partners, because they have no ability to manage or control the partnership.
d. All of these are correct. - answerb. Judicial authority seems to suggest that the limited
partner has no fiduciary duty to the partnership.
Which of the following is correct regarding a limited partnership?
, a. The general partner must make a capital contribution.
b. It can be created in such a way that the general partner has limited liability.
c. It can only be created pursuant to statutory provisions.
d. Limited partners are unable to vote on the incurrence of debt other than in the
ordinary course of business under the safe harbor provisions of the RULPA. - answerc.
It can only be created pursuant to statutory provisions.
A company that is in a non-corporate business, limits liability for owners, and all
members may participate in management is:
a. a limited partnership.
b. a corporation.
c. a limited liability company.
d. a general partnership. - answerc. a limited liability company.
Typically, members of a limited liability company have the right to vote on proposals to:
a. adopt or amend the operating agreement.
b. sell all or substantially all of the limited liability company's assets prior to dissolution.
c. merge the limited liability company with another limited liability company.
d. All of these are correct. - answerd. All of these are correct.
Members of member-managed LLCs and manager-managed LLCs are the same in
which of the following aspects?
a. Control.
b. Who has fiduciary duties.
c. Liability.
d. All of these are correct. - answerc. Liability.
A __________ is a partnership in which the liability of the general partners has been
limited to the same extent as in a limited liability partnership.
a. limited partnership
b. limited liability company
c. limited liability limited partnership
d. None of these are correct. - answerc. limited liability limited partnership
Daniel is a general partner in a real estate investment firm. Hank and Barry are limited
partners. Daniel, without the consent or ratification of Hank and Barry, can:
a. not have almost exclusive managerial control of the business.
b. rename the partnership using Hank's last name.
c. act as an agent of the partnership.
d. admit another limited partner. - answerc. act as an agent of the partnership
Under the RULPA, if Jack contributed $1000 as a limited partner and signed a
certificate, but the certificate was filed in the wrong office, Jack:
a. is not a partner, but may receive future profits.
b. will not be liable as a general partner if he quickly withdraws from the business and
renounces future profits.
