A) Wrongful termination
B) Untimely termination
C) Wrongful dissolution
D) Prohibited termination
E) Prohibited dissolution
G) A) and D)
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A) A limited liability company is similar to a limited partnership insofar as the limited partner and the limited liability company member have limited liability dependent on the investment he or she makes.
B) A limited liability company is similar to a limited partnership in regards to receiving the tax breaks that are often afforded to those in a partnership.
C) In a limited liability company, each member gets a say in the management of the company, whereas in a limited partnership, only the general partners get to make management decisions.
D) Limited liability companies are a relatively new form of business.
E) The Uniform Limited Liability Company Act has been accepted by a majority of the states.
G) All of the above
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A) A partner fails to comply with provisions of the contract.
B) One partner dies.
C) A partner is declared insane and unfit to manage the business.
D) A partner is declared bankrupt.
E) A partner requests that the partnership be terminated.
G) B) and E)
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A) Yes, an oral agreement will suffice.
B) George was partially correct. A written agreement is required, but only the general partners are required to sign it. Limited partners may agree orally.
C) George was partially correct. A written agreement is required, but only the limited partners are required to sign it. General partners may agree orally.
D) George was incorrect, and both general and limited partners must sign a certificate of limited partnership and file the certificate with the secretary of state.
E) George was incorrect, and both general and limited partners must sign a document of partnership limitation that is kept on file in the primary business office of the limited liability partnership.
G) A) and B)
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A) No, because in order to add a new partner, all partners, including limited partners, must agree.
B) No, because in order to add a new partner, all general partners must agree and at least one half of limited partners must agree.
C) No, because in order to add a new partner, at least one half of general partners and one half of limited partners must agree.
D) They are correct only if all general partners agree that limited partners cannot vote on the matter.
E) They are correct.
G) A) and E)
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A) The liabilities remain unpaid because the partners are not liable.
B) The managing partner is liable for the liabilities, but other partners are not liable.
C) Each partner must contribute his or her share of the losses to pay creditors.
D) Only partners who did not participate in the management of the business must contribute his or her share of the losses to pay creditors.
E) Only partners who participated in management of the business must contribute his or her share of the losses to pay creditors.
G) None of the above
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B) False
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A) Closing up
B) Winding up
C) Delineating
D) Reallocating
E) Terminating
G) None of the above
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A) The law firm is liable for the purchases because it had not provided notification to the office supply that Wally was no longer authorized to make purchases for the firm.
B) The law firm is liable for the purchases because Wally's authority continued for seven days after his resignation.
C) The law firm is liable for the purchases because Wally's authority continued for ten days after his resignation.
D) The law firm is liable for the purchases only if Wally was treated inequitable during the winding-up process.
E) The law firm is liable for the purchases only if Wally cannot be found within one year of the date the purchases were made.
G) B) and E)
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A) A continuation agreement
B) A limitation agreement
C) A proceeding agreement
D) A forward agreement
E) A non-liquidation agreement
G) None of the above
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B) False
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B) False
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A) Only when any partner, by choice, stops fulfilling the role of a partner to the business.
B) Only when any partner, by default, stops fulfilling the role of a partner to the business.
C) When any partner, by choice or by default, stops fulfilling the role of a partner to the business.
D) Thirty days after any partner, by choice or by default, stops fulfilling the role of a partner to the business.
E) Thirty days after any partner, by default, stops fulfilling the role of a partner to the business.
G) A) and C)
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A) Matt assumed no liability for the partnership beyond the capital he invested.
B) Matt has a legal obligation to share equally in losses with the general partners.
C) Matt would be responsible for one-half of any losses with the two general partners having liability for the other half.
D) Matt has no liability for losses at all.
E) Matt has liability for losses only if the general partners are insolvent.
G) B) and E)
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A) During the winding-up process, the partners must still fulfill their fiduciary duty to one another in the sense that they must disclose all information about the partnership assets.
B) During the winding-up process, the partners may not engage in any business that competes with the partnership business.
C) If a partnership has been rightfully dissolved, any partner can demand that the winding-up stage begin.
D) If a partner wrongfully dissolves a partnership, that partner has no right to demand a winding up.
E) During winding-up, once partnership assets are gathered, they are distributed to the partners or to creditors.
G) None of the above
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A) Sam has unlimited personal liability.
B) $75,000
C) $50,000
D) $25,000
E) $100,000
G) B) and C)
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B) False
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A) Limited liability companies originated in Europe more than 500 years ago, around the same time as limited partnerships.
B) Limited liability companies originated in France more than 200 years ago.
C) Limited liability companies originated in U.S. more than 100 years ago.
D) Limited liability companies are a relatively new form of business organization.
E) Limited liability companies are the same thing as limited partnerships as far as regulatory rules are concerned.
G) A) and E)
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A) Dissolution only
B) Winding-up only
C) Dissolution and release of claims, but not winding-up
D) Release of claims and winding-up, but not dissolution
E) Dissolution and winding-up, but not release of claims
G) B) and D)
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A) Only an act of the partners
B) Only the operation of the law
C) Only an act of the court
D) An act of the partners, an operation of the law, or an act of the court.
E) An act of the partners and an operation of the law, but not an act of the court.
G) A) and D)
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