Business Organizations Flashcards
7 cards from real OK BAR practice questions. Tap to flip, then mark Knew It or Still Learning — missed cards come back until you master them.
Read the first 7 Business Organizations flashcards as text
Under the Oklahoma Revised Uniform Partnership Act, what is the default rule for sharing profits among general partners when the agreement is silent?
Answer: Profits are divided equally among all partners regardless of contribution
Under RUPA as adopted in Oklahoma, partners share profits equally by default unless their partnership agreement expressly provides for a different allocation.
A limited partner in an Oklahoma limited partnership risks losing limited liability protection if the limited partner:
Answer: Participates in the control and management of the partnership business
Under the control rule, a limited partner who participates in the control of the business may become personally liable to third parties who reasonably believed the limited partner was a general partner.
Under the Oklahoma Limited Liability Company Act, a member's personal liability for LLC debts and obligations is generally:
Answer: Limited — members are not personally liable for LLC obligations solely by reason of membership
Oklahoma LLC Act protects members from personal liability for LLC obligations solely by reason of being a member, which is one of the primary advantages of the LLC form.
An LLC that has not elected to be taxed as a corporation will be taxed by default as:
Answer: A sole proprietorship (if single-member) or partnership (if multi-member) under check-the-box rules
Under IRS check-the-box regulations, a single-member LLC is disregarded for tax purposes and a multi-member LLC is taxed as a partnership by default.
Under the Oklahoma Revised Uniform Partnership Act, a partner who wrongfully dissociates from a partnership is:
Answer: Liable to the partnership for damages caused by the wrongful dissociation
RUPA imposes liability for damages on a partner who wrongfully dissociates, because wrongful dissociation breaches the partnership agreement and harms the remaining partners.
In an Oklahoma general partnership, each partner's authority to bind the partnership in ordinary business transactions is best described as:
Answer: Apparent agency authority for acts in the ordinary course of the partnership's business
Under RUPA, each partner acts as an agent of the partnership and can bind it for acts in the ordinary course of business, giving each partner apparent authority within that scope.
An LLC operating agreement is best described as:
Answer: The internal governing document among members dictating operations, rights, and management structure
An LLC operating agreement is the members' private governing contract that controls the LLC's internal operations, allocation of profits and losses, management rights, and member obligations.