FL Bar Business Entities 2

Question 1

A limited partner in a Florida limited partnership risks losing limited liability protection if they:

Accepted Answer

Actively participate in control of the partnership's business

Answer

Receive distributions

Answer

Assign their partnership interest

Answer

Attend annual meetings

Question 2

When a corporation is merged into another, the surviving corporation automatically:

Accepted Answer

Acquires all assets and assumes all liabilities of the merged entity by operation of law

Answer

Creates a new entity with new liabilities only

Answer

Must re-register all contracts

Answer

Has no liability for debts of the absorbed corporation

Question 3

A promoter who contracts on behalf of a corporation not yet formed is personally liable on those contracts unless:

Accepted Answer

The other party agrees to look only to the corporation and releases the promoter (novation)

Answer

The corporation later ratifies the contract

Answer

The corporation is formed within 90 days

Answer

The promoter discloses the corporation's anticipated name

Question 4

Under Florida's Revised Limited Liability Company Act, an LLC's operating agreement may NOT:

Accepted Answer

Eliminate fiduciary duties of loyalty entirely

Answer

Eliminate a member's right to inspect records

Answer

Restrict transferability of membership interests

Answer

Provide for different classes of membership interests

Question 5

A shareholder derivative suit is brought by a shareholder to enforce a right belonging to:

Accepted Answer

The corporation

Answer

The shareholder individually

Answer

All shareholders jointly

Answer

The board of directors

Question 6

Under Florida law, the duty of an officer or director of a nonprofit corporation is governed by a standard that generally requires:

Accepted Answer

Acting in good faith and in a manner reasonably believed to be in the organization's best interests

Answer

The same fiduciary duty as for-profit directors

Answer

Absolute loyalty to donors over the organization

Answer

Personal financial investment in the organization