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Under the Revised Uniform Limited Partnership Act, the---- does not necessarily cause
the dissolution of the limited
partnership.
A. withdrawal of a limited partner
B. expiration of the time period specified in the limited partnership certificate
C. withdrawal of the only general partner
D. entry of a decree of judicial dissolution
A(n) may be brought by one or more shareholders to enforce a corporate right, or to
remedy a wrong to the corporation when the directors of the corporation fail or refuse to
take appropriate action.
A. derivative action
B. class action
C. representative action
D. individual shareholder action
The Limited Partnership Act of 2001
A. assumes that all limited partnerships are limited liability limited partnerships.
B. does not permit limited liability limited partnerships.
C. provides for an easy election to form either a limited partnership or a limited liability
limited partnership.
D. does not provide for the limited liability of general partners.
A(n)--- is nota type of involuntary dissolution
A. administrative dissolution
B. judicial proceeding by minority shareholders
C. judicial proceeding by creditors
D. judicial proceeding by majority shareholders
The corporation is domiciled in the state in which
A. it transacts the majority of its business.
B. it holds its meetings of the board of directors.
C. the corporation's articles of incorporation are filed.
D. the corporation's principal office is located.
In states following the Model Business Corporation Act, the articles of merger must
include
A. a restatement of the articles of incorporation.
B. information concerning the approval of the shareholders of all corporations that are a
party to the merger.
C. a statement of the approval of thepresident of the merging corporation.
D. a copy of the bylaws of the survivingcorporation.
To be eligible for S Corporation status, a cor- poration must have
A. at least 75 shareholders.
B. at least one corporation as a shareholder.
C. no more than 100 shareholders.
D. at least two classes of stock issued.
A disadvantage of doing a business as a limited liability limited partnership formed
under the Limited Partnership Act of 2001 is that
A. general partners do not have limited lia- bility for the debts and obligations of the
partnership.
B. the limited liability limited partnership is not formed until the proper documentation
is filed with the secretary of state.
C. limited partners may not participate in themanagement of the partnership business.
D. the limited liability limited partnership is subject to double taxation.
The main source of limited liability company law is
A. federal law.
B. state law.
C. uniform law.
D. Internal Revenue Service regulation.
In states following the Model Business Cor- poration Act, foreign corporations that no
longer transact business in a foreign state must
A. file a revocation of certificate of authority with the secretary of state of the foreign
state.
B. file an application for a certificate of withdrawal with the secretary of state of the
foreign state.
C. file an application for certificate of with- drawal with the secretary of state of the
corporation's state of domicile.
D. publish a notice of withdrawal in a news- paper where the registered office of the
foreign corporation is located within the foreign state.
In most states, limited liability partnerships are governed by
A. special provisions within the state's uni- form partnership act.
B. the state's limited liability partnership act.
C. special provisions within the state's busi- ness corporation act.
D. special rules put forth by the secretary of state.
---- is/are notconsidered to be a security under the Securities and Exchange Act of 193
A. Powers of attorney
B. Common stock
C. Preferred stock
D. Bonds
Under the Uniform Partnership Act (1997), the partnership is considered to be a(n)
A. separate entity for some purposes, and an aggregate of its partners for other
purposes.
B. aggregate of its partners.
C. entity separate and distinct from its partners for income tax purposes.
D. extension of the sole proprietors who form it.
Agency is a legal relationship in which
A. the principal acts on behalf of the agent.
B. the principal becomes personally liable for all actions of the agent.
C. a written contract must specify all authority of the agent.
D. the agent acts for or represents the principal by the principal's authority.
The statutes of all states require the publication of a notice of incorporation in a legal
newspa- per in the county where the registered office of the corporation is located.
Members of a manager-managed limited liabil- ity company serve as agents of the
limited liability company.
The Securities and Exchange Commission has authority to impose disclosure
requirements upon corporations that are offering securities to the public.
In a stock purchase agreement, it is not necessary to identify in detail the exact assets
and liabilities of the selling corporation.
The Securities Act provides an exemption from the registration requirements of the Act,
known as the Intrastate Offering Exemption, to issuers that sell their securities in states
other than their state of domicile.
The rules of ethics that apply to attorneys may apply to the paralegals who work for
them.
The triangle merger involves a parent corporation, a subsidiary of the parent
corporation, and a target corporation.
A few states impose corporate income taxes on limited liability companies.
The Hart-Scott-Rodino Antitrust Improve- ments Act of 1976 gives the Federal Trade
Commission the authority to review certain merger and acquisition transactions prior to
their closing.
The bylaws of the corporation usually contain information concerning the number and
terms of the members of the board of directors.
A sole proprietorship certificate must be obtained from the secretary of state's office
before a sole proprietor can begin transacting business.
In states following the Model Business Corporation Act, corporations must have a
board of directors that consists of at least three directors.
Corporate managers often enact corporate compliance programs to help prevent and de-
tect criminal conduct within their corporations.
Stock subscriptions may be used at any time during the life of a corporation to add new
shareholders to the corporation.
The name of the limited liability company must contain language identifying it as a
limited liability company.
