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

A general partnership is formed by agreement, express or implied, when two or more persons agree to carry on a business as co-owners for profit; no formal filing or written document is required under Louisiana law.

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

Under Louisiana law, absent an agreement specifying otherwise, partners share profits and losses equally, regardless of the amounts of their respective capital contributions.

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

A limited partner who participates in the control and management of the partnership's business may lose limited liability protection and become personally liable to third parties who reasonably believed the limited partner was a general partner.

Question 4

An LLC operating agreement in Louisiana may validly:

Accepted Answer

Restrict or condition the transfer of membership interests to third parties

Answer

A Louisiana LLC operating agreement may restrict or condition the transfer of membership interests, giving existing members control over who may join the LLC as a new member.

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

In a member-managed LLC, each member has the authority to act as an agent of the LLC and to participate in management, similar to the role of partners in a general partnership.

(LA Bar) Louisiana Bar Exam Practice Test

(LA Bar) Louisiana Bar Exam Practice Test

LA Bar Business Organizations 3