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

Under FLPA, a limited partner who participates in the control of the limited partnership's business may be held liable to third parties who reasonably believed the limited partner was a general partner.

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

In a statutory merger under Florida law, the surviving entity automatically acquires all property, rights, and liabilities of the merged entity by operation of law — no assignment is needed.

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

A promoter remains liable on pre-incorporation contracts even after the corporation adopts them — release of the promoter requires a novation where the other party expressly agrees to substitute the corporation for the promoter.

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

Florida § 605.0105 permits the operating agreement to modify or restrict fiduciary duties but not eliminate them entirely — good faith and fair dealing obligations cannot be waived.

Question 5

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

Accepted Answer

The corporation

Answer

A derivative suit is filed by a shareholder on behalf of the corporation to enforce the corporation's own cause of action — any recovery goes to the corporation, not the suing shareholder.

FL Bar - Florida Bar Exam Practice Test

FL Bar - Florida Bar Exam Practice Test

FL Bar Business Entities 2