CLA/CP Exam CLA/CP Business and Corporate Law Questions and Answers 2

Question 1

Under the Revised Uniform Limited Partnership Act (RULPA), which statement is true regarding a limited partner's liability?

Accepted Answer

A limited partner's liability is generally limited to their capital contribution

Answer

Under RULPA, limited partners generally risk only their capital contribution unless they participate in control of the business.

Question 2

Which document is typically required to be filed with the Secretary of State to form a corporation?

Accepted Answer

Articles of incorporation

Answer

Articles of incorporation must be filed with the Secretary of State as the foundational document to legally create a corporation.

Question 3

In a general partnership, what is the default rule for sharing profits when there is no partnership agreement addressing the issue?

Accepted Answer

Profits are shared equally among all partners

Answer

Under the Uniform Partnership Act, absent an agreement to the contrary, partners share profits equally regardless of their capital contributions.

Question 4

What is the legal effect of a corporate bylaws provision that conflicts with the articles of incorporation?

Accepted Answer

The articles of incorporation prevail over conflicting bylaws

Answer

Articles of incorporation are the superior governing document, and any bylaw provision that conflicts with them is unenforceable.

Question 5

Which fiduciary duty requires corporate directors to act with the care that a reasonably prudent person would use in similar circumstances?

Accepted Answer

Duty of care

Answer

The duty of care requires directors to make informed decisions with the diligence that a reasonably prudent person would exercise in a similar position.

CLA/CP Exam Practice Test

CLA/CP Exam Practice Test

CLA/CP Exam CLA/CP Business and Corporate Law Questions and Answers 2