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Which of the following is true regarding the limited liability company?


A) Limited liability companies are a relatively new form of business organization.
B) Limited liability companies originated in U.S.more than 100 years ago.
C) Limited liability companies originated in Europe more than 500 years ago,around the same time as limited partnerships.
D) Limited liability companies are the same thing as limited partnerships as far as regulatory rules are concerned.
E) Limited liability companies originated in France more than 200 years ago.

F) A) and B)
G) D) and E)

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Denesha enters a limited partnership and contributes $150,000 as a limited partner.The limited partnership consisting of two general and two limited partners were sued over debt.Assuming the limited partnership is properly conducted,what is the maximum for which Denesha can be held liable?


A) $75,000
B) $150,000
C) $100,000
D) Denesha has unlimited personal liability.
E) $50,000

F) B) and D)
G) B) and E)

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Which of the following is not a reason for provisional dissolution in Spain?


A) A partner fails to bring the capital he or she promised.
B) A partner is declared bankrupt.
C) A partner inexplicably abandons the partnership and does not return on request.
D) A partner fails to comply with provisions of the partnership agreement.
E) A partner uses capital belonging to the partnership in his or her own name.

F) B) and E)
G) A) and D)

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A limited partnership is an agreement between at least ________ general partner[s] and at least ________ limited partner[s].


A) 2;3
B) 5;5
C) 5;3
D) 2;2
E) 1;1

F) None of the above
G) C) and D)

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Which of the following was the result in the case in the text,Jack A.Kahn and Denise W.Kahn v.Stewart Mesher and Lieselotte Mesher,the case in which it was claimed that in winding down a partnership,a defending partner wrongfully profited by failing to make appropriate disclosures to other partners regarding an offer to purchase property held by the partnership?


A) That the defending partner had no liability because his fiduciary obligations ended when the winding-up process started.
B) That the complaining partner had wrongfully caused dissolution of the partnership and was,therefore,estopped from complaining about actions of the defending partner.
C) That the complaining partner and defending partner were both guilty of breach of fiduciary obligation and were,therefore,estopped from suing each other.
D) That the defending partner breached his fiduciary duty.
E) That although the defending partner had fiduciary obligations,those obligations were not breached.

F) D) and E)
G) C) and E)

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[Candy Company] Milton,Ava,and Hiro own a candy company.The business is failing and Milton is declared bankrupt by the bankruptcy court.Ava wants to keep the business running because she is sure she can turn it around.Hiro tells her that,it's too late,the partnership is already over because of Milton.Ava tells him that no one has asked to end the partnership so they do not have to dissolve.The partnership debts include a loan to the bank,loans Ava made to the company,and the initial capital that all three partners invested.Milton has no money to pay any of their debts. -Is Ava correct that they do not have to dissolve the partnership?


A) Yes,because Ava wants to continue doing business.
B) Yes,because the partners have not agreed to end the partnership.
C) No,the partnership has been dissolved by act of the court because Milton was adjudicated bankrupt.
D) No,the partnership has been dissolved by Milton because Milton was adjudicated bankrupt.
E) No,the partnership has been dissolved by operation of law because Milton was adjudicated bankrupt.

F) A) and D)
G) C) and D)

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________ means the change in the relation of the partners caused by any partner's ceasing to be associated with the carrying on of the business.


A) Dissolution
B) Resignation
C) Transformation
D) Suspension
E) Resolution

F) A) and C)
G) D) and E)

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To ensure that a dissolving partner does not create additional liability for the partnership,which of the following is true regarding notice to be provided to a third party that has provided credit to a partnership?


A) The third party may be notified through advertisement in the newspaper.
B) There is no requirement that notice be provided because by law,the dissolving partner has no authority to bind the partnership.
C) The third party must be provided written notice based on the statute of frauds.
D) The third party must be provided direct verbal or written notice.
E) The third party may be notified through a general post on the Internet at the partnership's website.

F) B) and D)
G) A) and D)

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Can Cole design software for the biotech industry at ColeCompany while the partnership is winding-up?


A) No,during the winding-up phase,a partner cannot engage in a business that competes with the partnership.
B) Yes,during the winding-up phase,a partner can engage in a business that competes with the partnership.
C) Yes,during the winding-up phase,a partner can engage in a business that competes with the partnership as long as he still fulfills his fiduciary duty to the partnership and discloses all the information about the partnership assets.
D) Yes,during the winding-up phase,a partner can engage in a business that competes with the partnership as long as he discloses all the information about the partnership assets.
E) No,a partner may never engage in a business that competes with the partnership.

F) A) and C)
G) C) and E)

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[Parental Involvement] Lexie and Fernando,both artists,discussed forming a partnership to paint portraits.Fernando's parents were interested in investing in the partnership,but they wanted to avoid any liability.Fernando suggested forming a limited partnership.He told Lexie and his parents that they could do it very informally,that an oral agreement was sufficient,and that the parents would be protected from liability.However,Lexie insisted that a certificate of limited partnership be filed with the secretary of state,over Fernando's objection that it was a waste of money.After a few months,Lexie and Fernando decided that they wanted to add a new partner,Melissa,to the partnership as a general partner.Melissa had some expertise in the portrait field but she had also had some scrapes with local law enforcement.Fernando's parents objected strenuously to the admission of Melissa.Lexie and Fernando took the position that the parents,as limited partners,had no say in the admission of a new partner.Fernando's father,who had an interest in painting and was concerned that the partnership was not making very much money,decided to start coming to the partnership studio to manage the business and attempt to bring it into profitability. -Was Fernando's belief that a limited partnership may be created informally through an oral agreement correct?


A) Fernando was partially correct.A written agreement is required,but only the general partners are required to sign it.Limited partners may agree orally.
B) Yes,an oral agreement will suffice.
C) Fernando 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.
D) Fernando was incorrect because partners must sign a certificate of limited partnership and file the certificate with the secretary of state.
E) Fernando was partially correct.A written agreement is required,but only the limited partners are required to sign it.General partners may agree orally.

F) C) and D)
G) A) and B)

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