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After dissolution, the remaining partners have a right to continue the partnership as long as the partner that is leaving agrees to the continuation.

A) True
B) False

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The winding-up stage in the termination of a partnership is complete when which of the following happens?


A) When account is taken of the assets of the partnership and the assets are distributed among the partners.
B) When all assets of the partnership are sold.
C) When all partners sign releases terminating the partnership.
D) When the partnership is dissolved.
E) When all claims against the partnership by third parties are either settled or resolved in court.

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

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After dissolution of a partnership, any partners who continue to do business cannot use the partnership's name.

A) True
B) False

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Which of the following is true in regard to the Uniform Limited Liability Company Act?


A) Limited liability companies must follow the act completely in order to be recognized on a national level.
B) Because LLCs are relatively new, not many states have accepted the Uniform Limited Liability Company Act.
C) Limited liability companies can choose to follow the Act or not, however to get federal tax breaks, LLCs must follow the Act.
D) The Uniform Limited Liability Company Act sets out the parameters for doing business on the internet.
E) Limited liability companies are treated the same as limited partnerships under the Act.

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

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[Drone Debacle] Bruno and Martin run Skyview, LLC, a drone company that takes aerial photographs. After an accident with the drone, Bruno tells Martin that he does not want to be involved in management any longer. Martin tells Bruno that if he stops participating in management, they will no longer be protected by the limited liability of an LLC. Bruno says that if there is a lawsuit, they are both equally liable. Martin replies that if Bruno wants, he could be a limited LLC member and then he won't have a say in the company. -Is Bruno correct that they would both be equally liable?


A) Bruno is incorrect, they are liable to the extent of the loans, if any, that they executed on behalf of the LLC.
B) Bruno is incorrect, they are liable to the extent of their investment.
C) Bruno is incorrect, they are liable to the extent of their participation in management.
D) Bruno is incorrect, they are liable to the extent of the statutory percentage based on a calculation of risk.
E) Bruno is correct.

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

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Which statement is correct regarding a partner's actual authority to bind a partnership once a partnership is dissolved?


A) A partner has no actual authority to bind the partnership after the partnership is dissolved.
B) A partner has actual authority to bind the partnership for 10 days after the partnership is dissolved.
C) A partner has actual authority to bind the partnership for 30 days after the partnership is dissolved.
D) A partner has actual authority to bind the partnership for 45 days after the partnership is dissolved.
E) After a partnership is dissolved, a partner has actual authority to bind the partnership to any third party who has not been given notice of dissolution.

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

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[Big Spender] Ryan was a partner in ZYX law firm. He decided to withdraw from the partnership because he wanted to retire early in Costa Rica. The partnership agreement of ZYX law firm did not specify the objective or duration of the partnership. Although Ryan gave proper notice, the other partners claimed that he had no right to withdraw. Ryan 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, Ryan 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's account. Ryan just smiled when Joe, the manager at the store, told Ryan that he really appreciated the law firm's business. The next day Ryan headed for Costa Rica and cannot be located. Joe later requests that ZYX firm pay the bill for Ryan's purchases. The law firm, whose members had decided to continue the partnership after the dissolution resulting from Ryan's resignation, refused on the basis that Ryan had no authority to make the purchases. Joe says that he did not know that and that he expects to be paid immediately. -ZYX law firm was what type of partnership?


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

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

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If, upon dissolution of a partnership, liabilities of the partnership are greater than the liquidated assets of the partnership, which of the following occurs?


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.

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

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If a limited partnership is dissolved, the order in which the limited partnership's assets are distributed is as follows:


A) Payment to partners who have loaned the partnership money, payment to third-party creditors, payment to the partners according to their investments in the partnership, and payment to the partners on the basis of their shares of the profits.
B) Payment to partners who have loaned the partnership money, payment to the partners according to their investments in the partnership, payment to third-party creditors, and payment to the partners on the basis of their shares of the profits.
C) Payment to third-party creditors, payment to the partners according to their investments in the partnership, payment to partners who have loaned the partnership money, and payment to the partners on the basis of their shares of the profits.
D) Payment to third-party creditors, payment to partners who have loaned the partnership money, payment to the partners according to their investments in the partnership, and payment to the partners on the basis of their shares of the profits.
E) Payment to the partners on the basis of their shares of the profits, payment to third-party creditors, payment to partners who have loaned the partnership money, and payment to the partners according to their investments in the partnership.

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

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Which of the following is true about an LLC?


A) To obtain limited liability, owners must give up some of their rights to participate in management.
B) The structure of management must adhere to statutory constraints.
C) Owners are referred to as partners.
D) Generally, each member may be allowed to participate in the management of the company
E) Members are not equally involved in the management of the company.

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

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When a partner dies, the partnership is terminated by an act of the court.

A) True
B) False

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During the dissolution of a partnership that will be continued by the remaining partners, if a noncontinuing partner holds 20% of the partnership in which the assets are valued at $10,000 how much will the partner receive assuming the noncontinuing partner has taken no wrongful action against the partnership?


A) $2,000
B) $2,000 minus any losses the noncontinuing partner's leaving caused the partnership to sustain.
C) $2,000 minus the noncontinuing partner's share of loses, if any, in the first year after dissolution.
D) $2,000 minus the noncontinuing partner's share of expenses involved with dissolution.
E) Nothing

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

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In the case of a limited partnership, if the partners do not sign or do not file the certificate of limited partnership with the secretary of state, the limited partners will not receive limited liability.

A) True
B) False

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Which of the following helps govern and guide limited partnerships?


A) Revised Uniform Limited Partnership Act
B) Limited Liability Partnership Act
C) Special Liability Partnership Act
D) Uniform Organization of Partners Act
E) Limited Partnership Act of 2010

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

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Which of the following is true regarding "provisional dissolution" of a partnership in Spain?


A) Provisional dissolution is followed by litigation to determine the legitimacy of the termination request.
B) Provisional dissolution occurs whenever a partner requests dissolution without the intervention of the court.
C) Provisional dissolution occurs whenever a party dies.
D) Provisional dissolution is the only method of dissolution of a partnership in Spain.
E) Provisional dissolution is effective for 30 days prior to actual dissolution in order to allow the parties to wind-up the partnership.

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

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Which stage(s) must be completed before a partnership is considered completely terminated?


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

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

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In India there are several grounds for dissolution of a firm, which of the following is not one of them?


A) agreement by all partners
B) dissolution by notice
C) compulsory dissolution
D) dissolution by the court
E) governmental intervention in the partnership

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

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When a partnership is dissolved based upon the withdrawal of a partner, that partner no longer has actual authority to bind the partnership.

A) True
B) False

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Maltese is a general partner who would like to add Penton to the partnership as a limited partner. In regard to adding Penton, which of the following is true?


A) A limited liability company once set cannot add another limited partner only general partners may be added.
B) Only the limited partners must agree to add Penton.
C) Only the general partners must agree to add Penton.
D) A general partner who wants to add a partner must have the consent of all partners in the limited partnership
E) A limited liability company is set by statute, and if Penton exceeds the statutory maximum for partners, he cannot be added.

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

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A(n) ________ does not specify the objective or duration of the partnership in the partnership agreement.


A) partnership at will
B) partnership at sufferance
C) intermediary partnership
D) quasi partnership
E) unqualified partnership

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

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