Limited Partnership Legal Insights

Summary

A limited partnership can only be created by complying with a states statute. Limited partners are passive investors and not liable beyond their capital investment. General partners manage the business and are liable for its debts. Limited partnerships can attract significant capital.

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are you sure its not C
Yes, I'm sure. Option C, which refers to shadow governance documents including information related to business ethics and human rights policies, is indeed part of the non-financial data used in an ESG assessment. Please let me know if you have any other questions.
Which of the following is true of a limited partnership? A. A limited partnership cannot raise capital from investors. B. Limited partners are liability for debts and obligations of the limited partnership beyond their capital investment. C. A limited partnership can be created only by complying with a state's statute permitting the existence of limited partnerships. D. A limited partnership interest cannot be assigned.
The correct answer is C.
- A limited partnership can indeed raise capital from investors.
- Limited partners are NOT liable for debts and obligations of the partnership beyond their capital investment.
- A limited partnership can only be created by complying with a state's statute.
- A limited partnership interest can be assigned.
Those who own interests in a limited liability company are called _____. A. Limited Partners B. Partners C. Shareholders D. Members
The correct answer is D. Those who own interests in a limited liability company are referred to as 'Members'.
An acquisition of one corporation by another involves _____. A. the two businesses merging together B. a corporation acquiring the shares of stock of a target corporation C. a corporation acquiring all the assets of a target corporation D. B and C
The correct answer is D. An acquisition of one corporation by another can involve a corporation acquiring the shares of stock of a target corporation (B) or a corporation acquiring all the assets of a target corporation (C).
The Securities and Exchange Act of * regulates _____. A. corporations conducting an initial public offering of securities B. the trading of securities on secondary markets and public exchanges C. the collection of debt by creditors D. the regulation of internal affairs of a corporation
The correct answer is A. The Securities and Exchange Act of * primarily regulates corporations conducting an initial public offering of securities.
S corporations avoid _____. A. having shareholders B. employing officers to conduct day-to-day operations of the business C. electing directors D. taxation of profits from conducting business when profits are realized as income for the corporation
The correct answer is D. S corporations avoid taxation of profits from conducting business when profits are realized as income for the corporation. This is because S corporations are allowed to pass corporate income, losses, deductions, and credits through to their shareholders for federal tax purposes.
In a limited partnership, limited partners _____. do not pay personal income tax on their share of the profits are passive investors have unlimited liability for the firm's debts manage the firm
In a limited partnership, limited partners are generally passive investors. They do not manage the firm, and they do not have unlimited liability for the firm's debts. However, they do pay personal income tax on their share of the profits.
The sale of securities by a corporation to the public is regulated by the SEC under the _____. A. Dodd-Frank Act B. Securities and Exchange Act of * C. Securities and Exchange Act of * D. Sarbanes-Oxley Act of *
The sale of securities by a corporation to the public is regulated by the SEC under the Securities and Exchange Act of * (option C). This act requires companies to provide financial and other significant information about the securities being offered for public sale.
_____ is the preferred form of partnership business for professionals, consultants, and auditors, allowing management flexibility while shielding members from personal liability. A. LLP B. Trust C. LLC D. Corporation
The preferred form of partnership for professionals, consultants, and auditors, which provides management flexibility and shields members from personal liability, is A. LLP (Limited Liability Partnership).
Rule * of Regulation D of the Securities and Exchange Act permits the sale of up to $* million in securities within a twelve-month period without requiring _____. A. the adoption of by-laws B. an operating agreement C. submission of a registration statement D. notice to shareholders
The correct answer is C. Rule * of Regulation D of the Securities and Exchange Act permits the sale of up to $* million in securities within a twelve-month period without requiring the submission of a registration statement.
A limited partnership is a _____ with one or more limited partners formed in accordance with a state's limited partnership statute. A. corporation B. limited liability company C. general partnership D. sole proprietorship
The correct answer is C. A limited partnership is a type of general partnership that has one or more limited partners. These limited partners typically do not participate in the management of the partnership and their liability is limited to their investment in the partnership.
The stakeholder theory of corporate social responsibility _____. A. strives to maximize profits for its shareholders B. tries to balance the interests of shareholders and stakeholders C. advocates the use of legal remedies to check corporate misbehavior D. advocates the freedom of corporations to run as they wish
The correct answer is B. The stakeholder theory of corporate social responsibility tries to balance the interests of shareholders and stakeholders. It advocates for considering the interests of all parties involved, including investors, employees, customers, and the community.
With respect to the liability of persons responsible for the operation and management of a business, the duty of care involves _____. A. conducting due diligence with respect to corporate decisionmaking B. avoiding usurpation of corporate opportunities C. acting with that degree of business judgment an ordinary person of similar experience and intelligence would use in similar circumstances D. A and C
The correct answer is D. The duty of care involves conducting due diligence with respect to corporate decision making (A) and acting with that degree of business judgment an ordinary person of similar experience and intelligence would use in similar circumstances (C).
In a limited partnership, general partners _____. A. manage the business B. are non-participating investors C. are not liable for the firm's debts D. cannot assign their ownership interests
In a limited partnership, general partners manage the business (Option A). They are also liable for the firm's debts and can assign their ownership interests.
A partner's contribution to the partnership of money or property in exchange for the right to share in the profits derived from operation of the business is called _____. A. partnership capital B. partnership cash C. partnership liability D. partnership loan
The correct answer is A. A partner's contribution to the partnership of money or property in exchange for the right to share in the profits derived from operation of the business is called 'partnership capital'.
ESG criteria include which of the following items? A. environmental criteria B. social criteria C. governance criteria D. All of the above
The correct answer is D. ESG criteria include environmental criteria, social criteria, and governance criteria. These factors are considered by investors to measure the sustainability and societal impact of an investment in a company or business.
A corporation must state the amount and par value of its _____ in its initial articles of incorporation. A. authorized shares B. membership interests C. issued shares D. partnership interests
The correct answer is A. A corporation must state the amount and par value of its authorized shares in its initial articles of incorporation.
A member's right to derive profits from operation of a limited liability company is call a _____. A. fiduciary duty B. partnership interest C. shareholder interest D. membership interest
The correct answer is D. A member's right to derive profits from the operation of a limited liability company is called a 'membership interest'. This term refers to the rights and obligations a member has in the LLC, including the right to a portion of the profits.
Which of the following is true of a sole proprietorship? A. It is a legal entity apart from its owner. B. It cannot be sued or sue; the owner is subject to liability. C. It may be transfered to someone else. D. It is an informal form of business that does not protect its owner from liability
The correct answer is D. A sole proprietorship is an informal form of business that does not protect its owner from liability. The owner is personally responsible for all debts and obligations of the business.
At the very least, a limited liability partnership will limit the liability of partners with respect to _____. A. contracts entered by the other partner of the LLP B. any tort committed by the other partners of the LLP C. the malpractice torts committed by the other partners of the LLP D. None of the Above
The correct answer is C. In a limited liability partnership (LLP), at the very least, the liability of partners is limited with respect to the malpractice torts committed by the other partners of the LLP.
With respect to the liability of persons responsible for the operation and management of a business, the duty of care involves _____. A. conducting due diligence with respect to corporate decisionmaking B. avoiding usurpation of corporate opportunities C. acting with that degree of business judgment an ordinary person of similar experience and intelligence would use in similar circumstances D. A and C
The correct answer is D. The duty of care involves conducting due diligence with respect to corporate decision making (A) and acting with that degree of business judgment an ordinary person of similar experience and intelligence would use in similar circumstances (C).
Which of the following is an advantage of a limited partnership? A. It is created by default when people operate a business together for profit. B. It can attract a large amount of capital. C. The partners do not pay taxes. D. A limited partnership interest cannot be assigned.
The correct answer is B. A significant advantage of a limited partnership is that it can attract a large amount of capital. It allows for many investors (limited partners) to invest without taking on personal liability for the business's debts.
The _____ requires a public company to disclose whether it has adopted a code of ethics for senior financial officers, and to disclose any change in the code or waiver of the code's application. A. Davis-Bacon Act B. Goldwater-Nichols Act C. Sarbanes-Oxley Act D. Dodd-Frank Act
The correct answer is C. The Sarbanes-Oxley Act requires a public company to disclose whether it has adopted a code of ethics for senior financial officers, and to disclose any changes in the code or waiver of the code's application.
The filing of _____ is required under state law to organize a limited liability company. A. articles of organization B. by-laws C. an operating agreement D. articles of incorporation
The correct answer is A. The filing of articles of organization is required under state law to organize a limited liability company (LLC). This document typically includes the name of the LLC, its purpose, and the names of its members and managers.
Which of the following business forms means personal liability for the owner of the business? sole proprietorship limited liability company limited liability partnership corporation
The business form that means personal liability for the owner of the business is the sole proprietorship. In this form of business, the owner is personally liable for all debts and obligations of the business.
Subcomponents such as human capital, potential product liability claims, and stakeholder opposition to controversial policies constitute the _____ component of an ESG rating. environmental social governance financial
The aspects you mentioned - human capital, potential product liability claims, and stakeholder opposition to controversial policies, are typically considered under the 'social' component of an ESG (Environmental, Social, and Governance) rating.
A _____ is a partnership, usually a professional organization, which has elected limited liability status. A. Limited Partnership B. Professional Corporation C. Limited Liability Partnership D. Limited Liability Company
The correct answer is C. A Limited Liability Partnership is a partnership, usually a professional organization, which has elected limited liability status. This allows the partners to limit their personal liability for the debts and obligations of the partnership.
A shareholder derivative action is organized and filed by _____ on behalf of a/the _____, alleging damages due to reckless or grossly negligent corporate management. A. shareholders; directors B. government; people C. directors; officers D. shareholders; corporation
The correct answer is D. A shareholder derivative action is organized and filed by shareholders on behalf of the corporation, alleging damages due to reckless or grossly negligent corporate management.
are you sure its not A
Yes, I'm sure. In a shareholder derivative action, it is the shareholders (option D) who file the action on behalf of the corporation, not the directors (option A). This type of action is typically brought against insiders of the corporation, like directors and officers, for breach of fiduciary duties.
For the purposes of selling and trading equity, a "security" is _____. A. an investment of money in a common enterprise carrying with it an expectation of profit through the efforts of others B. a safe harbor for investing money C. ownership of real property D. the establishment of a creditor/debtor relationship
The correct answer is A. For the purposes of selling and trading equity, a "security" is an investment of money in a common enterprise carrying with it an expectation of profit through the efforts of others.
A manager-managed limited liability company DOES NOT involve ______. A. members sharing in profits derived from operation of the limited liability company B. members acting as fiduciaries of the limited liability company C. members investing capital in the limited liability company D. members electing to employ a manager hired to oversee day-to-day operations of the limited liability company
The correct answer is B. In a manager-managed limited liability company, members do not typically act as fiduciaries of the limited liability company. This role is typically taken on by the appointed managers.
what all would apply
Hi there! It seems you're asking for a summary or a range of topics that could apply to your situation. However, without more specific information about your circumstances or the legal issue you're dealing with, it's difficult to provide an accurate response. Could you please provide more details?
A manager-managed limited liability company DOES NOT involve ______. A. members sharing in profits derived from operation of the limited liability company B. members acting as fiduciaries of the limited liability company C. members investing capital in the limited liability company D. members electing to employ a manager hired to oversee day-to-day operations of the limited liability company select all that apply
In a manager-managed limited liability company, the following might not typically apply:
- Members acting as fiduciaries of the limited liability company (B)
It's important to note that the specific roles and responsibilities can vary based on the company's operating agreement.
Officers are not liable for losses resulting from _____. A. reckless conduct B. honest errors in business judgment C. intentional violations of law D. gross negligence
Officers are generally not liable for losses resulting from honest errors in business judgment (B). This is known as the "Business Judgment Rule". However, they may be held liable for losses resulting from reckless conduct (A), intentional violations of law (C), and gross negligence (D).
Officers are not liable for losses resulting from _____. A. intentional violations of law B. gross negligence C. reckless conduct D. honest errors in business judgment
Officers are generally not liable for losses resulting from honest errors in business judgment (D). This is known as the "Business Judgment Rule". However, they may be held liable for losses resulting from reckless conduct (A), intentional violations of law (C), and gross negligence (B).
The governmental body in Ohio that oversees and administers ethics laws is _____. A. the Ohio Ethics Commission B. the Ohio Elections Commission C. the Ohio Legislature D. the Ohio Attorney General's Office
The governmental body in Ohio that oversees and administers ethics laws is A. the Ohio Ethics Commission. This commission provides guidance to public officials and employees on issues such as conflicts of interest and financial disclosure.
Which of the following is true of a sole proprietorship? A. It does not have a separate, corporate existence apart from its partners. B. It is not a tax-paying entity for federal income tax purposes. C. Partners assume personal liability for the debts and obligations of the partnership. D. All of the above.
The correct answer is A. A sole proprietorship does not have a separate, corporate existence apart from its owner. It is a simple business structure that allows an individual to conduct business as themselves. Please note that the owner is personally responsible for all debts and obligations of the business.
are you sure its not all of the above
Yes, I'm sure. A sole proprietorship (option A) refers to a business owned by one person and doesn't have a separate existence from its owner. Options B and C are not true for a sole proprietorship. The owner does pay taxes and assumes personal liability for the business's debts and obligations.