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Dan is a member of eLearning Courses LLC.As a member,Dan is​


A) a client.
B) a promoter.
C) an owner.
D) a user.

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

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When a limited liability company is dissolved,any member,including those who wrongfully dissociated,may participate in the winding up process.

A) True
B) False

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In many states,an operating agreement is required for a limited liability company to exist.

A) True
B) False

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Michel is a citizen of France.With respect to a limited liability company in the United States,Michel can​


A) act as a creditor,but cannot otherwise invest or participate.
B) become a member.
C) not become a member,but can participate in its operations.
D) not become a member or otherwise participate in its operations.

E) B) and C)
F) A) and D)

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Limited liability company operating agreements can provide whether formal members' meetings will be held.

A) True
B) False

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In a limited liability company,the management may consist of members or nonmembers,but not both.

A) True
B) False

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The members of a limited liability company have unlimited liability for any loss or injury caused by the wrongful acts or omissions of the firm.

A) True
B) False

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Fact Pattern 17-1 Brad is a general partner,and Carlos and Dora are limited partners,in Eastside Physicians,a medical clinic and limited partnership. -Refer to Fact Pattern 17-1.Eastside is dissolved and its assets are collected,liquidated,and distributed.This results in​


A) nothing with respect to Eastside's existence.
B) the maturity of Eastside's debts.
C) the suspension of Eastside's business.
D) the termination of Eastside's legal existence.

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

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A limited liability limited partnership is a type of limited partnership.

A) True
B) False

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Hillside Vineyards is a family limited liability partnership.All of the partners must be


A) natural persons only.
B) natural persons or persons acting as fiduciaries for natural persons.
C) persons acting as fiduciaries for natural persons only.
D) related.

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

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Orlando is a limited partner in Port of Call Exports,a limited partnership.By participating in the firm's management,Orlando is liable for its obligations


A) in proportion to the number of partners in the firm.
B) to no extent.
C) to the extent of his capital contribution to the firm.
D) to the full extent.

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

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The death of a limited partner dissolves a limited partnership.

A) True
B) False

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In a limited liability limited partnership,a general partner has the same liability as a limited partner in a limited partnership.

A) True
B) False

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Fact Pattern 17-1 Brad is a general partner,and Carlos and Dora are limited partners,in Eastside Physicians,a medical clinic and limited partnership. -Refer to Fact Pattern 17-1.Brad's dissociation from the firm results in​


A) nothing with respect to Eastside's existence.
B) the maturity of Eastside's debts.
C) the suspension of Eastside's business.
D) the termination of Eastside's legal existence.

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

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D

Cliff is a member of Dental Clinic,LLC.Cliff can participate in the firm's management to​


A) the extent that he assumes liability for the firm's debts.
B) the extent of his investment in the firm.
C) any extent.
D) no extent.

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

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Members of a limited liability company can stipulate in their operating agreement how voting rights will be apportioned.

A) True
B) False

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True

Generally,if a member dissociates form a limited liability company (LLC),the other members cannot continue to carry on the LLC's business.

A) True
B) False

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Gizelle,Haya,and Ivy do business as Janitorial Services,Limited Partnership.After Gizelle's relationship to the firm ends,Haya and Ivy agree not to continue the business.This is​


A) dissociation.
B) dissolution.
C) gross negligence.
D) simple misconduct.

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

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B

Nature's Power,L.P. ,is a limited partnership dedicated to the research and development of renewable sources of energy.Nature's Power has $100,000 in declared but unpaid profits.Its creditors include Omni Credit Corporation for $5,000 and Pinto,one of Nature's Power's limited partners,also for $5,000.When Quint,one of Nature's Power's general partners,decides to retire,the other general partners vote to liquidate and dissolve the firm.The limited partners,who are not asked their opinions,want Nature's Power to continue in business and file a suit against the general partners to compel this result.Can the court order the firm to continue? If not,what is the priority of the distribution of its assets on dissolution?

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A court cannot order a partnership to co...

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Western Rodeo LLC is a limited liability company (LLC) .Like other LLCs,for federal jurisdictional purposes,Western Rodeo is most likely a citizen of​


A) all states.
B) every state of which its members are citizens.
C) any state in which it does business.
D) no state-an LLC is not a "citizen."

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

Correct Answer

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