MGMT 271 -Doucet 2026 FINAL EXAM ||MOST RECENT
EXAM ACTUAL COMLETE REAL EXAM QUESTIONS AND
CORRECT ANSWERS (VERIFIED ANSWERS) ALREADY
GRADED A+ | NEWEST EXAM | JUST RELEASED!!
limited partnership
• Composed of one or more general partners and one or more limited partners.
• General partners manage the business and share profits and losses. Limited
partners
share profits of the business, but their losses are limited to the extent of their
investment.
• Limited partners usually not involved in day-to-day operations of the business.
• Must file a certificate of limited partnership with state.
• Must contain words "limited partnership" in business name
• No liability for limited partners, if they are not actively involved in running the
business
Limited partnership liability
General partners are personally liable (who may be corporations)
Limited partnership taxation
is like a partnership, partners are taxed on income from the partnership.
Limited partnership durration
Limited partners are passive investors and may sell their interests. General
partners can withdraw like in a partnership.
,LLC (limited liability company)
• Authorized in Washington
• Advantages of insulation from liability like a corporation and the tax treatment of
a
partnership. •Formed by one or more individuals or entities through a written
agreement.
• The LLC agreement provides for organization of the LLC, management,
assigns interests, and distribution of profits or losses.
• Must include "LLC" in title of business.
• Can be used for any lawful for-profit business, except insurance and banking
coorporation
• A corporation has certain rights, privileges, and liabilities beyond those of an
individual. It is a separate legal entity from the owners.
• Doing business as a corporation may yield tax or financial benefits, but
these can be offset by other considerations, such as decreased personal
control.
• Corporations may be for profit or nonprofit purposes.
coorporation creation
File articles of incorporation.
corporation capitalization
equity financing and debt financing.
Corporation control
Three groups involved in control:
• (1) shareholders, (2) directors, and (3) officers.
,Rights of Shareholders
• vote for directors,
• vote on extraordinary corporate transactions, •inspect corporate records, See
Pillsbury v Honeywell •bring a derivative suit, See Shlensky v Wrigley
• preemptive rights to issuance of new shares, •right to dividends, and
• right to fair share of assets on liquidation.
Business Judgment Rule (BJR)
rule that allows management immunity from liability for corporate acts where
there is a reasonable indication that the acts were made in good faith with due
care
Corporation: Board of Directors
Elected by shareholders. Involved in strategic (policy) management of the
corporation.
corporate officers
Appointed (hired) by the Board of Directors. Run the day-to-day operations of
the corporation.
corporate liability
Owners are insulted from liability.
Corporate Veil
the legal entity between the shareholders and corporate creditors
, corporate contract and Tort liability
shareholder-employee, director or officer may be personally liable for torts
committed within the scope of corporate business, or unauthorized contracts
Defective Incorporation
if defective incorporation, then owner may be liable as partners. See Bergh v
Mills.
Corporate Taxation
A corporation is taxed on its own profits--follows from recognition of the
corporation as a separate legal entity
Duration of Corporation
Perpetual
Piercing the corporate veil
Piercing the corporate veil allows creditors to seek remedies (money) from the
shareholders personally. More likely in closely-held corporations than publicly
held corporations.
Fraudulent Corporations
corporate form being used for a dishonest purpose, ex. Dummy corporations -
intentionally undercapitalized to avoid liability.
EXAM ACTUAL COMLETE REAL EXAM QUESTIONS AND
CORRECT ANSWERS (VERIFIED ANSWERS) ALREADY
GRADED A+ | NEWEST EXAM | JUST RELEASED!!
limited partnership
• Composed of one or more general partners and one or more limited partners.
• General partners manage the business and share profits and losses. Limited
partners
share profits of the business, but their losses are limited to the extent of their
investment.
• Limited partners usually not involved in day-to-day operations of the business.
• Must file a certificate of limited partnership with state.
• Must contain words "limited partnership" in business name
• No liability for limited partners, if they are not actively involved in running the
business
Limited partnership liability
General partners are personally liable (who may be corporations)
Limited partnership taxation
is like a partnership, partners are taxed on income from the partnership.
Limited partnership durration
Limited partners are passive investors and may sell their interests. General
partners can withdraw like in a partnership.
,LLC (limited liability company)
• Authorized in Washington
• Advantages of insulation from liability like a corporation and the tax treatment of
a
partnership. •Formed by one or more individuals or entities through a written
agreement.
• The LLC agreement provides for organization of the LLC, management,
assigns interests, and distribution of profits or losses.
• Must include "LLC" in title of business.
• Can be used for any lawful for-profit business, except insurance and banking
coorporation
• A corporation has certain rights, privileges, and liabilities beyond those of an
individual. It is a separate legal entity from the owners.
• Doing business as a corporation may yield tax or financial benefits, but
these can be offset by other considerations, such as decreased personal
control.
• Corporations may be for profit or nonprofit purposes.
coorporation creation
File articles of incorporation.
corporation capitalization
equity financing and debt financing.
Corporation control
Three groups involved in control:
• (1) shareholders, (2) directors, and (3) officers.
,Rights of Shareholders
• vote for directors,
• vote on extraordinary corporate transactions, •inspect corporate records, See
Pillsbury v Honeywell •bring a derivative suit, See Shlensky v Wrigley
• preemptive rights to issuance of new shares, •right to dividends, and
• right to fair share of assets on liquidation.
Business Judgment Rule (BJR)
rule that allows management immunity from liability for corporate acts where
there is a reasonable indication that the acts were made in good faith with due
care
Corporation: Board of Directors
Elected by shareholders. Involved in strategic (policy) management of the
corporation.
corporate officers
Appointed (hired) by the Board of Directors. Run the day-to-day operations of
the corporation.
corporate liability
Owners are insulted from liability.
Corporate Veil
the legal entity between the shareholders and corporate creditors
, corporate contract and Tort liability
shareholder-employee, director or officer may be personally liable for torts
committed within the scope of corporate business, or unauthorized contracts
Defective Incorporation
if defective incorporation, then owner may be liable as partners. See Bergh v
Mills.
Corporate Taxation
A corporation is taxed on its own profits--follows from recognition of the
corporation as a separate legal entity
Duration of Corporation
Perpetual
Piercing the corporate veil
Piercing the corporate veil allows creditors to seek remedies (money) from the
shareholders personally. More likely in closely-held corporations than publicly
held corporations.
Fraudulent Corporations
corporate form being used for a dishonest purpose, ex. Dummy corporations -
intentionally undercapitalized to avoid liability.
