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What does the term "full dissolution" of a partnership mean in Spain?


A) That the partnership ends without litigation and without a waiting period.
B) That the partnership ends because all partners have requested its end.
C) That the partnership ends because the purposes of the partnership have been satisfied.
D) That the partnership ends because a majority of the partnership has requested its end.
E) That the partnership ends because it has been wound up and liquidated.

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

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Which of the following is false regarding a limited liability company?


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.

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

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Which of the following was the ruling of the court on appeal in the case of n re Leah Beth Woskob, debtor; Alex Woskob; Helen Woskob; the Estate of Victor Woskob v. Leah Beth Woskob,I the case in the text involving a dispute regarding whether a partnership was dissolved prior to the death of one of the partners making the attempt of the other partner to buy out the deceased partner's interest untimely?


A) That the exclusion of a partner from the partnership was grounds for automatic dissolution and that, on that basis, the partnership had been dissolved prior to the death of the partner at issue.
B) That the insolvency of one of the partners resulted in automatic dissolution of the partnership prior to the death of the partner at issue.
C) That the partnership was dissolved prior to the death of the partner at issue based upon lawsuits filed by third-party creditors.
D) That by agreement of the partners, the partnership had been dissolved prior to the death.
E) That the partnership had not been dissolved at the time of the death of the partner at issue.

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

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Which of the following is false regarding the dissolution of a partnership in Germany?


A) If a partner wishes to leave a partnership, he or she must give notice of his intention to do so at least six months before the end of the business year.
B) On receiving notification of a partner of his or her intent to leave the partnership, the other partners may begin placing bids for the purchase of the leaving partner's shares.
C) If remaining partners wish to continue the partnership after one leaves, that possibility must be provided for in the contract agreement to terminate the partnership.
D) If one partner leaves, the remaining partners may opt to fully dissolve the relationship.
E) All claims against the partnership are dismissed four years after termination.

F) A) and B)
G) All of the above

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Which of the following is true regarding the Revised Uniform Limited Partnership Act (RULPA) ?


A) Most states have adopted the 2001 version of the RULPA.
B) The RULPA was originally adopted in 1958.
C) The RULPA is static for the most part with few changes.
D) The RULPA has been replaced in most states with the Reviewed Uniform Limited Partnership Act.
E) Louisiana is the only state not to have adopted any version of the RULPA.

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

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Mona and Jill wish to start a partnership to sell hand woven sweaters. Jill's parents would like to invest, but they do not wish to be subject to liability for losses in excess of their capital contribution. Jill's mother tells Mona and Jill that if she invests, she expects to have a significant say in the management of the business. Should Mona, Jill, and Jill's parents enter into a limited partnership with the parents being limited partners, and why or why not? Would a limited liability company be a good option, and why or why not?

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The parties should not enter into a limi...

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Which of the following is defined as the change in the relation of the partners caused by any partner's ceasing to be associated with the carrying on, as distinguished from the winding up, of the business?


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

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

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Which of the following was the result on appeal in Robert M. Tafoya v. Dee S. Perkins involving a sale of partnership property and the applicable statute of limitations on an action for an accounting when there was no agreement on the matter between the withdrawing partner and other partner involved?


A) That the plaintiff's suit was timely because the statute of limitations on an action for an accounting as to a partnership does not begin to run until all property owned by the partnership is sold and that the statute of limitations, computed as of that point, is six years.
B) That the plaintiff's suit was timely because the statute of limitations on an action for an accounting as to a partnership does not begin to run until all property owned by the partnership is sold and that the statute of limitations, computed as of that point, is two years.
C) That the plaintiff's suit was timely because there is no statute of limitations on an accounting as to partnership property so long as one of the partners is living.
D) That the plaintiff's suit was untimely because the statute of limitations on an action for an accounting as to a partnership begins to run when the withdrawing partner ceases to be associated with the business resulting in dissolution and that the statute of limitations, computed at that point, is six years.
E) That the plaintiff's suit was untimely because the statute of limitations on an action for an accounting as to a partnership begins to run when the withdrawing partner ceases to be associated with the business resulting in dissolution and that the statute of limitations, computed at that point, is two years.

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

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Only officers in a limited partnership have a say in the management of the company.

A) True
B) False

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A general partner has unlimited personal liability for the debts of the limited partnership.

A) True
B) False

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


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.

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

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Which of the following terms is used when a partner dissolves a partnership in violation of the partnership agreement?


A) Wrongful termination
B) Untimely termination
C) Wrongful dissolution
D) Prohibited termination
E) Prohibited dissolution

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

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Which of the following is false regarding dissolution of a partnership either by act of a partner or by operation of law?


A) Death of a partner results in dissolution of a partnership by operation of law.
B) A partnership engaging in an activity that suddenly becomes illegal results in dissolution of a partnership by operation of law.
C) A partner's engagement in any other business activity results in dissolution of a partnership through an act by a partner.
D) A partner withdrawing from the partnership at will results in dissolution through an act by a partner.
E) A partner withdrawing or being expelled pursuant to the partnership agreement results in dissolution through an act by a partner.

F) A) and E)
G) All of the above

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How is a limited partnership created and what is the consequence if proper procedures are not followed?

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The formation of a limited partnership m...

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"Big Spender." Wally was a partner in XYZ law firm. He decided to withdraw from the partnership because he wanted to retire early somewhere in the Caribbean. The partnership agreement of XYZ law firm did not specify the objective or duration of the partnership. Although Wally gave proper notice, the other partners claimed that he had no right to withdraw. Wally was angry and decided to get even. Two days after he withdrew and before the partnership had provided notification to any suppliers of his departure, Wally went to the office supply store at which he typically purchased supplies on account for the firm. He purchased several cameras, a computer, and other items which he placed on the firm account. Wally just smiled when Sam, the manager at the store, told Wally that he really appreciated the law firm's business. The next day Wally headed for the Caribbean and cannot be located. Sam later requests that XYZ firm pay the bill for Wally's purchases. The law firm, whose members had decided to continue the partnership after the dissolution resulting from Wally's resignation, refused on the basis that Wally had no authority to make the purchases. Sam says that he did not know that and that he expects to be paid immediately. -What type of partnership was XYZ law firm?


A) A partnership at will
B) An equitable partnership
C) An absolute partnership
D) A terminable partnership
E) An agency partnership

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

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Which of the following is true regarding rights of partners in regard to a rightful dissolution of a partnership?


A) All partners can demand that the partnership be wound-up but only the managing partner may participate in the wind-up.
B) The partners may continue the partnership upon majority vote.
C) If the partners unanimously agree, they can continue the business using the partnership's name.
D) Rightful dissolution is by act of a partner only.
E) Rightful dissolution is by act of court only.

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

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


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

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

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In India dissolution of ______ refers to the dissolving of all partners' relationships and the termination of the partnership business while dissolution of ______ refers to the termination of the relationship between certain partners but the continuation of the partnership's business.


A) Partnership; the firm
B) Interests; partnership
C) The firm; interests
D) The firm; partnership
E) Interests; the firm

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

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A partner being expelled from the partnership in accordance with the partnership agreement is not a reason for rightful dissolution of the partnership.

A) True
B) False

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Which of the following is true regarding the origination of limited partnerships?


A) They originated in the United States approximately 50 years ago.
B) They originated in Europe over 500 years ago.
C) They originated in England approximately 200 years ago.
D) They originated in the United States approximately 200 years ago.
E) They originated in Mexico approximately 50 years ago.

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

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