NYLE - New York Law Exam NY Business Relationships 1

Question 1

After filing its Articles of Organization with the New York Department of State, a newly formed LLC must comply with what statutory requirement within 120 days?

Accepted Answer

Publish a notice of its formation in two newspapers designated by the county clerk

Answer

File an initial report disclosing all members' names and addresses with the county clerk

Answer

Register its trade name with the Secretary of State

Answer

Obtain a certificate of authority from the Department of Taxation and Finance

Question 2

Under New York's Partnership Law, which of the following acts in a general partnership requires the unanimous consent of all existing partners?

Accepted Answer

Admitting a new partner to the partnership

Answer

Purchasing inventory in the ordinary course of business

Answer

Hiring an employee to perform routine services

Answer

Opening a bank account in the partnership's name

Question 3

Under the New York Business Corporation Law, what vote of shareholders is generally required to approve a plan of merger?

Accepted Answer

Two-thirds of all outstanding shares entitled to vote

Answer

A majority of shares present at a duly convened meeting where a quorum exists

Answer

A majority of all outstanding shares entitled to vote

Answer

Unanimous consent of all shareholders of record

Question 4

Under the New York Business Corporation Law, a director's duty of loyalty is most directly implicated when the director does which of the following?

Accepted Answer

Has a material personal financial interest in a contract being considered by the board

Answer

Fails to attend more than half of the board meetings in a fiscal year

Answer

Relies on a financial report prepared by the corporation's auditors without independent verification

Answer

Approves a dividend payment that reduces the corporation's cash reserves

Question 5

Under New York's Limited Liability Company Law, absent any provision to the contrary in the operating agreement, how are profits and losses allocated among LLC members by default?

Accepted Answer

In proportion to each member's capital contribution to the LLC

Answer

Equally among all members regardless of the amount contributed

Answer

According to the percentage of membership units held by each member

Answer

As determined by the managing member at the close of each fiscal year

Question 6

Under New York's Partnership Law, what is the scope of personal liability protection for partners in a registered limited liability partnership (LLP)?

Accepted Answer

Partners are shielded from personal liability arising from the malpractice, negligence, or wrongful acts of their co-partners

Answer

Partners are fully shielded from all partnership debts and obligations whatsoever

Answer

Partners are shielded only from liabilities that exceed the total value of partnership assets

Answer

Partners retain the same unlimited personal liability as in an ordinary general partnership