Business Law – Chapter 31

question

The case of Apcar v. Gaus illustrates that it is essential to comply with all the technicalities of a limited liability partnership statute.
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True
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Corporations have perpetual existence.
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True
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The most common form of business ownership is the corporation.
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False
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To be a close corporation, the business must be small, with under 20 owners and under $500,000 in gross annual income.
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False
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A partnership is a separate, taxable entity.
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False
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Limited liability is a major advantage of a partnership as compared to a corporation.
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False
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Dr. Wong, a dentist, and his wife, an attorney, can protect their personal assets with limited liability from their business dealings by creating and operating a professional corporation together.
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False
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Corporations have a distinct advantage over other forms of business organization in the area of taxation.
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False
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A limited liability company, unlike a Subchapter S corporation, can have members that are corporations, partnerships, or nonresident aliens.
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True
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Generally, a joint venture is a partnership created for one limited purpose.
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True
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Cooperatives may be either incorporated or unincorporated businesses.
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True
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To form an LLC, a charter and an operating agreement must be filed with the Secretary of State in the jurisdiction where the business will operate.
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False
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Franchise fees can be costly, but they are usually payable over a number of years, after profits are generated from the business.
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False
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The Federal Trade Commission will not allow the sale of franchises that are unfair to the franchisee.
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False
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Filings are required to form and operate a limited liability partnership.
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True
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All the business forms listed below have limited liability except the:
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B. General partnership
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Rachel and Cyndi started a retail business called Zebra Toy Company. The business is operated as a partnership. Under partnership law:
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D. All of the above
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Lance and Darrell have an equal partnership. This year, after expenses, the partnership had a profit of $100,000. Lance and Darrell will each pay taxes on:
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B. $50,000
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Seventy farmers in Morgan County joined together to gain the advantages of purchasing seed and fertilizer in bulk and of obtaining better prices when distributing and selling their crops. These farmers have formed a:
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B. Cooperative
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The Federal Trade Commission requires franchisors to:
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A. Give prospective franchisees an of-fering circular at least 14 business days prior to the signing of a con-tract or payment of any money.
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The importance of a Subchapter S corporation is:
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B. Its treatment of shareholders for income taxation purposes.
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The business form that is taxed as a partnership and gives all owners limited liability, is:
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C. A limited liability company
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All of the following are characteristics of a closely held corporation EXCEPT:
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A. The shares are publicly traded
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Which of the following would not be personally liable for the debts of the business?
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C. A general partner in a limited liability limited partnership
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Which of the following transactions would be considered by the IRS to be a taxable sale of assets? Changing the form of business from:
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A. A corporation to an LLC
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Murray was a partner in a large firm. He died unexpectedly. His son, Frank, wanted to take over for his father in the partnership and was well qualified to do the work his father had done. Which statement best describes Frank’s rights in the partnership if he inherits the interest?
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B. Frank is entitled to the value in the partnership, but not to become a full partner.
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Jill was a limited partner in a retail business that was sued by a customer who fell in the store. The customer claimed the business was negligent in caring for its floors. Which statement best describes Jill’s potential liability?
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C. Jill can only be liable to the amount of her investment.
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The corporate form of business:
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A. Was first known and used by the Greeks and then spread through the Romans to England.
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The advantage of a corporation over a partnership is:
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D. All of the above
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What federal agency requires that the seller of a franchise give the potential buyer an offering circular and audited financial statements?
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C. The Federal Trade Commission (FTC).
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The form of business ownership that is the most easily transferable is the:
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B. Corporation
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Which of the following forms of organization is a compromise between starting one’s own business as an entrepreneur and working for someone else as an employee?
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D. Franchise
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LLCs have become popular for all except which of the following reasons:
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C. Uniformity of law
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Charles and Ellen, an unmarried couple, run an ice cream store. The business is not incorporated and they have filed no formation papers with the state. Their business is a:
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B. Partnership
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E. I. James is a writer with a best selling novel. He wishes to create a corporation called “James, Inc.” He will be the only shareholder. Can James incorporate his business of writing?
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A. Yes, this would be the incorporation of a sole proprietorship
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Harold and Zack have pooled their money together to buy real estate but have filed no formal papers to form a business. Harold, a lawyer, handles all the legal matters and Zack, a real estate broker, finds buyers for the property they have subdivided. Harold and Zack are engaged in a:
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A. Partnership
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John, his parents, and three brothers own all the stock of their family farm corporation. This corporation, which is taxed as a corporation, is probably:
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C. A closely held corporation
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An S Corporation cannot have more than ____ shareholders.
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A. 100
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The term “S Corporation” comes from:
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A. The Internal Revenue Code
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Martin, Leah, and Pablo are considering forming a business. What factors should they consider in making a choice of organization?
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D. All of the above

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