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

A limited partner is liable for all partnership debts

Answer

A limited partner has unlimited personal liability if they invest more than $10,000

Answer

A limited partner is always jointly and severally liable with general partners

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

Operating agreement

Answer

Partnership agreement

Answer

Shareholder resolution

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

Profits are shared in proportion to capital contributions

Answer

The managing partner receives 60% and the rest is split equally

Answer

Profits are shared based on seniority

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

The bylaws provision controls because bylaws are more specific

Answer

Both documents are void on the conflicting point

Answer

The court will decide which provision is more equitable

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

Duty of loyalty

Answer

Duty of obedience

Answer

Duty of good faith

Question 6

What distinguishes a de jure corporation from a de facto corporation?

Accepted Answer

A de facto corporation has substantially complied with incorporation statutes but has a minor defect

Answer

A de jure corporation has fewer shareholders

Answer

A de jure corporation exists only by court order

Answer

A de facto corporation has more legal protections than a de jure corporation