OH Bar Business Associations 2

Question 1

In a general partnership, unless the partnership agreement provides otherwise, how are profits and management rights allocated among partners?

Accepted Answer

Equally among all partners, regardless of capital contributions

Answer

Proportional to each partner's capital contribution

Answer

Proportional to each partner's time and effort devoted to the business

Answer

As determined by the majority vote of partners by capital interest

Question 2

Under the Uniform Partnership Act as adopted in Ohio, a partner's personal liability for partnership debts is:

Accepted Answer

Joint and several for all partnership obligations

Answer

Limited to the amount of the partner's capital contribution

Answer

Limited to obligations incurred before the partner joined the partnership

Answer

Shared proportionally based on each partner's ownership percentage

Question 3

A limited partnership in Ohio must have at a minimum:

Accepted Answer

At least one general partner and at least one limited partner

Answer

At least two general partners and at least two limited partners

Answer

At least one general partner and at least two limited partners

Answer

At least two general partners and at least one limited partner

Question 4

Under Ohio law, a limited partner who actively participates in the control of the partnership business risks:

Accepted Answer

Losing limited liability protection and becoming personally liable to third parties who believed the limited partner was a general partner

Answer

Automatic expulsion from the limited partnership by operation of law

Answer

Mandatory conversion to general partner status for all future transactions

Answer

A civil penalty but no change in personal liability exposure

Question 5

When a partnership agreement is silent as to the duration of the partnership, the partnership is treated as:

Accepted Answer

A partnership at will, which any partner may dissolve at any time by giving notice

Answer

A partnership for a default term of ten years under Ohio law

Answer

A perpetual partnership that continues until all partners unanimously agree to dissolve

Answer

A partnership that automatically terminates upon the death or withdrawal of any partner

Question 6

In a general partnership, each partner's apparent authority to bind the partnership extends to:

Accepted Answer

Acts for carrying on in the usual way the business of the kind carried on by the partnership

Answer

Any transaction the partner personally guarantees with their own assets

Answer

Only transactions specifically authorized in the written partnership agreement

Answer

Contracts whose value does not exceed the partner's capital contribution

Question 7

Upon dissolution of a general partnership, partnership assets are distributed in which order?

Accepted Answer

Outside creditors, then partner loans to the partnership, then return of capital contributions, then remaining profits

Answer

Partners first, then outside creditors, then any remaining distribution of profits

Answer

Equal distribution among all partners and creditors simultaneously

Answer

Profits first, then capital accounts, then outside creditors last