NALA Business Organizations & Corporate Law

Question 1

Which of the following BEST describes the legal characteristic that distinguishes a corporation from a general partnership?

Accepted Answer

A corporation provides limited liability to its shareholders, shielding them from personal liability for corporate debts.

Answer

The hallmark of a corporation is limited liability: shareholders risk only their investment and are generally not personally liable for the entity's debts or obligations. General partners, by contrast, face unlimited personal liability for partnership debts.

Question 2

A paralegal is drafting articles of incorporation. Which of the following items is TYPICALLY required in that document?

Accepted Answer

The corporation's name, registered agent, and number of authorized shares.

Answer

Articles of incorporation must include the corporate name, the name and address of the registered agent, and the number and class of authorized shares. Customer lists and tax IDs are not required in formation documents; operating agreements apply to LLCs, not corporations.

Question 3

Under the Uniform Partnership Act, when one partner in a general partnership is sued for a partnership debt, what is the liability rule?

Accepted Answer

Partners are jointly and severally liable, meaning a creditor may collect the full amount from any one partner.

Answer

In a general partnership, partners are jointly and severally liable for partnership obligations. A creditor can pursue any partner — or all of them — for the entire debt, regardless of ownership percentage.

Question 4

What is the primary legal advantage of forming a Limited Liability Company (LLC) compared to a sole proprietorship?

Accepted Answer

An LLC separates the owner's personal assets from business liabilities, providing liability protection.

Answer

An LLC creates a legal entity separate from its owners (members), so members' personal assets are generally protected from business debts and lawsuits. A sole proprietor has no such separation and faces unlimited personal liability.

Question 5

Which document governs the internal management, profit distribution, and voting rights of a Limited Liability Company?

Accepted Answer

Operating Agreement

Answer

An LLC is governed by an Operating Agreement, which sets out how the company will be managed, how profits and losses are allocated, and members' voting rights. Articles of incorporation and bylaws apply to corporations; a certificate of limited partnership applies to LPs.

(NALA) National Association of Legal Assistants Certification Practice Test

(NALA) National Association of Legal Assistants Certification Practice Test

NALA Business Organizations & Corporate Law