LA Bar Business Organizations 3

Question 1

Under Louisiana law, a general partnership is created when:

Accepted Answer

Two or more persons agree to carry on a business for profit as co-owners, with or without a formal written agreement

Answer

Partners file articles of partnership with the Secretary of State

Answer

Partners obtain a business license from the Louisiana Secretary of State

Answer

All partners execute a notarized written partnership agreement

Question 2

In a Louisiana general partnership, how are profits and losses shared among partners when the partnership agreement is silent on the issue?

Accepted Answer

Equally among all partners, regardless of the size of each partner's capital contribution

Answer

According to each partner's proportionate capital contribution

Answer

Based on each partner's hours worked during the fiscal year

Answer

Proportionally to each partner's ownership percentage as listed in any business license

Question 3

Under Louisiana law, a limited partner in a limited partnership may lose their limited liability protection if they:

Accepted Answer

Participate in the control and management of the partnership's business operations

Answer

Receive distributions from the partnership during the fiscal year

Answer

Assign their limited partnership interest to a qualified third party

Answer

Vote on extraordinary partnership matters such as dissolution or amendment of the partnership agreement

Question 4

An LLC operating agreement in Louisiana may validly:

Accepted Answer

Restrict or condition the transfer of membership interests to third parties

Answer

Eliminate all fiduciary duties owed by managers to members

Answer

Override Louisiana Secretary of State regulations regarding annual filings

Answer

Grant members unlimited personal liability for all LLC debts

Question 5

In a 'member-managed' Louisiana LLC, which of the following is true?

Accepted Answer

All members have the authority to act as agents of the LLC and to participate in its management

Answer

A designated manager who is not a member controls all business decisions exclusively

Answer

Only members who own more than 50% of the LLC may participate in management decisions

Answer

The LLC must form a board of directors elected by the members to manage operations

Question 6

Under Louisiana partnership law, 'dissociation' of a partner refers to:

Accepted Answer

A partner's withdrawal or separation from the partnership, while the partnership itself may continue to operate

Answer

The complete dissolution and winding up of all partnership affairs

Answer

The involuntary expulsion of a partner through a court order only

Answer

The conversion of a partnership into a limited liability company

Question 7

Under Louisiana law, when a member withdraws from an LLC, which of the following generally occurs?

Accepted Answer

The LLC may continue operations, and the withdrawing member is entitled to receive the fair value of their membership interest

Answer

The LLC is automatically dissolved and must immediately wind up its affairs

Answer

The remaining members are required to purchase the withdrawing member's interest at book value within 30 days

Answer

The withdrawing member retains full membership rights until all LLC debts are completely paid