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When is the winding-up stage in the termination of a partnership complete?


A) When account is taken of the assets of a partner who left the partnership and redistributed among the other 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) A) and E)
G) A) and B)

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Before a partnership may be terminated,the partnership must experience the winding-up stage,but not the dissolution stage.

A) True
B) False

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If a partnership does not notify third parties of a dissolution,a partner can still have ______ authority to bind the partnership.


A) Actual
B) Supposed
C) Implied
D) True
E) No

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

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C

In a dissolution of a partnership that will be continued,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) C) and D)
G) B) and D)

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If a limited partnership is dissolved,which of the following is the order in which the limited partnership's assets are distributed?


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) D) and E)
G) B) and D)

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D

Which of the following are the steps in order of the life cycle of a partnership?


A) Performance, formation, winding up, dissolution, termination or continuation.
B) Formation, performance, winding up, dissolution, termination or continuation.
C) Formation, performance, termination, winding up, dissolution or continuation.
D) Performance, formation, dissolution, winding up, termination or continuation.
E) Formation, performance, dissolution, winding up, termination or continuation.

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

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Which of the following is true when upon dissolution of a partnership one partner pays liabilities of the partnership that are greater than the liquidated assets of the partnership?


A) The partner who paid has a right of contribution against any partner who did not pay.
B) The partner who paid has no right of contribution against any other partner.
C) The partner who paid has a right of contribution against other partners only if the partner who paid was not the managing partner.
D) The partner who paid has a right of contribution only against other partners who participated in the management of the partnership.
E) The partner who paid has a right of contribution only against other partners who did not participate in the management of the partnership.

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

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Which of the following is true regarding the issue of George's father deciding to manage the partnership?


A) Before he can undertake management duties, he must get the approval of at least one half of all general and limited partners.
B) There is no effect on the partnership agreement.
C) He may be involved in all matters of management except strategic planning.
D) He may be involved in management; but, as a limited partner, he may not be paid additional amounts for doing so.
E) As a limited partner, he may not be involved in management and retain limited liability.

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

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Remaining partners have a right to continue a partnership after dissolution.

A) True
B) False

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In the case of a limited partnership,if the partners do not correctly fill 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 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 E)
G) None of the above

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If a partner dissolves a partnership in violation of the partnership agreement,the partner can be held liable for wrongful dissolution.

A) True
B) False

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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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Limited partnerships are also known as which of the following?


A) General partnerships
B) Limited liability partnerships
C) Special partnerships
D) Specific partnerships
E) Both limited liability partnerships and specific partnerships

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

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List the circumstances under which a partnership may be rightfully dissolved.

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A partnership may be rightfully dissolved under the following circumstances: 1.After meeting an established objective. 2.Dissolution at the end of the term stated in the partnership agreement. 3.When a partner withdraws from a partnership that is a partnership at will. 4.When a partner withdraws in accordance with the partnership agreement. 5.When a partner is expelled from the partnership in accordance with the partnership agreement.

Which of the following is true 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) C) and D)
G) D) and E)

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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 D)
G) All of the above

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According to the Revised Uniform Limited Partnership Act,which of the following is not a reason for which a limited partnership can be dissolved?


A) The expiration of the term established in the certificate of limited partnership.
B) The completion of the objective established in the certificate.
C) The withdrawal of the general partner (unless the certificate establishes that other general partners will continue) .
D) An act of the court.
E) The written consent of a majority of all partners (limited and general) .

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

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

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Which of the following is true if a partner wrongfully dissolves a partnership?


A) The partner who wrongfully dissolved the partnership can require that the business be wound up.
B) The partner who wrongfully dissolved the partnership can be held liable for damages to the remaining partners.
C) The remaining partners must close the business.
D) The partner who wrongfully dissolved the business must petition the court in order to complete the process.
E) The remaining partners must petition the court in order to complete the process.

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

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