State Securities Laws and Limited Partnership Legal Requirements Quiz
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Questions and Answers

Which statement about limited liability partnerships (LLPs) is correct?

  • LLPs are not required to file annual reports with the Division of Corporations. (correct)
  • LLPs are not allowed to have more than two partners.
  • LLPs are governed by Chapter 621 of the Florida Statutes.
  • LLPs have unlimited liability for partnership debts.
  • Which statement about sole proprietorships is true?

  • Sole proprietorships are not liable for the negligent hiring of employees.
  • Sole proprietorships are governed by Chapter 620 of the Florida Statutes.
  • Sole proprietorships have no limits on the number of employees. (correct)
  • Sole proprietorships can only raise capital through debt.
  • Which statement about limited partnerships is correct?

  • Limited partners have unlimited liability for partnership debts.
  • Limited partnerships distribute profits and losses equally among partners.
  • Limited partners can participate in any business opportunities.
  • Limited partnerships are governed by Chapter 620 of the Florida Statutes. (correct)
  • Which statement about general partnerships is true?

    <p>General partnerships must file an application with each state other than the state of formation in which they want to conduct business.</p> Signup and view all the answers

    Which statement about agents is false?

    <p>Agents are not personally liable for any injury caused by their acts.</p> Signup and view all the answers

    Which statement about fictitious names is true?

    <p>Registration of a fictitious name reserves and protects it against another party's use.</p> Signup and view all the answers

    Which statement about S Corporations is correct?

    <p>S Corporations are limited to 100 eligible shareholders.</p> Signup and view all the answers

    Which document must be filed with the Division of Corporations to legally create a Limited Partnership?

    <p>Certificate of Limited Partnership</p> Signup and view all the answers

    What must a Limited Partnership do if it wants to transact business in another state?

    <p>File to become a foreign Limited Partnership in that state</p> Signup and view all the answers

    What document must be filed with the Division of Corporations to create a Limited Liability Partnership?

    <p>Statement of Qualification</p> Signup and view all the answers

    Is it true that there is only one name for Limited Liability Limited Partnership?

    <p>False</p> Signup and view all the answers

    What is S.E.C Form S-1 used for?

    <p>Transitioning from a private to a public corporation</p> Signup and view all the answers

    What may a court do if a corporation does not comply with necessary formalities?

    <p>Pierce the corporate veil</p> Signup and view all the answers

    What is the abbreviation used as a suffix in Florida to indicate that a business is a professional corporation?

    <p>P.A.</p> Signup and view all the answers

    According to Chapter 605 of Florida Statutes, which statement is true about Limited Liability Companies (LLCs)?

    <p>LLCs can raise additional capital through debt capital and equity capital.</p> Signup and view all the answers

    Which statement is true about Limited Partnerships (LPs) according to the text?

    <p>LPs can raise additional capital through debt capital and equity capital.</p> Signup and view all the answers

    Which statement is true about general partnerships?

    <p>General partnerships are not tax-reporting entities.</p> Signup and view all the answers

    Which statement is true about Limited Liability Partnerships (LLPs)?

    <p>LLPs must include the names of all general partners in their certificate of formation.</p> Signup and view all the answers

    Which statement is true about filing an SS-4 form?

    <p>Marsha, as a sole proprietor, does not have to file an SS-4 form.</p> Signup and view all the answers

    How long are fictitious name registrations valid for in Florida?

    <p>5 years</p> Signup and view all the answers

    Which of the following is the required form to obtain tax deductions for a home office?

    <p>Form 8829</p> Signup and view all the answers

    Which two federal acts play the largest role in the formation and regulation of public corporations?

    <p>The Securities Act of 1933 and the Securities Exchange Act of 1934</p> Signup and view all the answers

    What is the term for a doctrine that requires that, upon dissolution of a not-for-profit corporation, all of its assets be distributed to an organization existing for similar purposes?

    <p>Doctrine of Cy Pres</p> Signup and view all the answers

    Which of the following is the rule that requires creditors to look to business assets first before going after the partners’ personal assets?

    <p>Marshaling of Assets or Exhaustion Rule</p> Signup and view all the answers

    Which of the following is the term for someone authorized by the principal to handle a definite business transaction or to do a specific act?

    <p>Special Agent</p> Signup and view all the answers

    What is the term for profits paid out to shareholders in proportion to each shareholder’s interest in the corporation?

    <p>Dividends</p> Signup and view all the answers

    Which of the following documents are the two necessary documents to form a limited liability company?

    <p>Articles of Organization and Operating Agreement</p> Signup and view all the answers

    Which of the following is the form for a public corporation’s annual report?

    <p>Form 10-K</p> Signup and view all the answers

    Which of the following is the purpose of the Sarbanes-Oxley Act federal law?

    <p>To protect investors by ensuring more accurate and reliable corporate financial disclosures</p> Signup and view all the answers

    A Limited Liability Partnership in Florida is only available to businesses that provide professional services.

    <p>False</p> Signup and view all the answers

    Limited Partnerships can raise additional capital through debt capital and equity capital.

    <p>True</p> Signup and view all the answers

    To create a limited liability company, you must file an Operating Agreement with a Division of Corporation.

    <p>False</p> Signup and view all the answers

    A general partnership is a tax-reporting entity.

    <p>True</p> Signup and view all the answers

    Limited partners in a Limited Partnership are not fiduciaries of the partnership.

    <p>True</p> Signup and view all the answers

    Marsha is opening a florist shop as a sole proprietor; she’s not hiring any employees and not setting up a retirement plan. She does not have to file an SS-4 form.

    <p>True</p> Signup and view all the answers

    Fictitious name registrations are valid for ten years in Florida.

    <p>False</p> Signup and view all the answers

    True or false: The document that must be filed with the Division of Corporations to legally create a Limited Partnership is a Certificate of Limited Partnership.

    <p>True</p> Signup and view all the answers

    True or false: If a Limited Partnership wants to transact business in another state, it must file to become a foreign Limited Partnership in that state.

    <p>True</p> Signup and view all the answers

    True or false: The document that must be filed with the Division of Corporations to create a Limited Liability Partnerships is a Statement of Qualification.

    <p>True</p> Signup and view all the answers

    True or false: There’s only one name for Limited Liability Limited Partnership.

    <p>False</p> Signup and view all the answers

    True or false: S.E.C Form S-1 is a registration statement that is filed to transition from a private to a public corporation.

    <p>True</p> Signup and view all the answers

    True or false: If a corporation does not comply with necessary formalities, a court may pierce the corporate veil.

    <p>True</p> Signup and view all the answers

    True or false: In Florida, a fictitious name registration is valid for five years.

    <p>True</p> Signup and view all the answers

    An undisclosed principal means that the agent is fully disclosed to third parties.

    <p>False</p> Signup and view all the answers

    The liability of an employer for the negligent hiring of an employee is based on the doctrine of Respondeat Superior.

    <p>False</p> Signup and view all the answers

    A general partnership must file an application with each state other than the state of formation in which it wants to conduct business.

    <p>False</p> Signup and view all the answers

    The document that legally creates a Limited Liability Partnership is the “Statement of Qualification.”

    <p>True</p> Signup and view all the answers

    Chapter 621 of the Florida Statutes governs professional Corporations.

    <p>True</p> Signup and view all the answers

    Registration of a fictitious name reserves and protects it against another party's use.

    <p>False</p> Signup and view all the answers

    The document that a general partnership must file to place third parties on notice of limitations on a partner’s authority to act on behalf of the partnership is a 'Registration Statement.'

    <p>False</p> Signup and view all the answers

    The form for a public corporation's annual report is 10-K.

    <p>True</p> Signup and view all the answers

    The two necessary documents to form a limited liability company are Articles of Organization and Operating Agreement.

    <p>True</p> Signup and view all the answers

    Dividends are profits paid out to shareholders in proportion to each shareholder's interest in the corporation.

    <p>True</p> Signup and view all the answers

    The purpose of the Sarbanes-Oxley Act federal law is to assist companies in tax evasion by improving the accuracy and reliability of corporate disclosures.

    <p>False</p> Signup and view all the answers

    The doctrine that requires that, upon dissolution of a not-for-profit corporation, all of its assets be distributed to an organization existing for similar purposes is the Doctrine of Cy Pres.

    <p>True</p> Signup and view all the answers

    Federal securities laws are sometimes referred to as Blue Sky Laws.

    <p>False</p> Signup and view all the answers

    A Special Agent is someone authorized by the principal to handle a definite business transaction or to do a specific act.

    <p>True</p> Signup and view all the answers

    The three fiduciary duties of corporate directors are Duty of Care, Duty of Loyalty, and Duty of Good Faith.

    <p>True</p> Signup and view all the answers

    The rule that requires creditors to look to business assets first before going after the partners' personal assets is Marshaling of Assets or Exhaustion Rule.

    <p>True</p> Signup and view all the answers

    Chapter 605 of Florida Statutes governs ______

    <p>Limited Liability Companies</p> Signup and view all the answers

    A certificate of Limited Partnership must include the names of all the ______ partners but not the limited partners

    <p>general</p> Signup and view all the answers

    A Limited Liability Partnership in Florida is only available to businesses that provide ______ services

    <p>professional</p> Signup and view all the answers

    Limited Partnerships can raise additional capital through ______ capital and equity capital

    <p>debt</p> Signup and view all the answers

    To create a limited liability company, you must file an Operating Agreement with a ______ of Corporation

    <p>Division</p> Signup and view all the answers

    A general partnership is a ______-reporting entity

    <p>tax</p> Signup and view all the answers

    Limited partners in a Limited Partnership are not ______ of the partnership

    <p>fiduciaries</p> Signup and view all the answers

    An agent is not personally liable for any injury caused by their ______

    <p>acts</p> Signup and view all the answers

    A not-for-profit corporation is a type of corporation that does not have ______

    <p>shareholders</p> Signup and view all the answers

    In a sole proprietorship, there are no limits on how many people may be employed by the ______

    <p>business</p> Signup and view all the answers

    For an employer to be liable for the negligent hiring of an employee, it must show that the employer could have reasonably foreseen injury to the ______

    <p>third-party</p> Signup and view all the answers

    A business corporation is governed by Chapter ______ of the Florida Statutes

    <p>607</p> Signup and view all the answers

    The liability of an employer for the negligent hiring of an employee is based on the doctrine of ______

    <p>Respondeat Superior</p> Signup and view all the answers

    Activities in which limited partners may participate are referred to as ______

    <p>safe harbor</p> Signup and view all the answers

    Under _________ doctrine, the unanimous consent of the partners is required to confer partnership on another person.

    <p>Delectus personae</p> Signup and view all the answers

    A ________ is the term for the preliminary prospectus of a corporation.

    <p>Red herring</p> Signup and view all the answers

    A ________ is the term for a corporation owned by another corporation.

    <p>Subsidiary</p> Signup and view all the answers

    If a general partnership wants to limit its liability for the actions of one of the partners, it must file a ________ statement and a statement of ___________ with the Division of Corporations.

    <p>Registration and Authority</p> Signup and view all the answers

    The type of relationship resulting from the creation of an agency relationship is called ____________.

    <p>Fiduciary</p> Signup and view all the answers

    Which form must be completed to obtain an employer identification number.

    <p>Form SS-4</p> Signup and view all the answers

    In Florida, for how long is a written subscription agreement irrevocable.

    <p>Six months</p> Signup and view all the answers

    Which of the following is the form for a public corporation’s annual report. 10-K

    <p>Form 10-K</p> Signup and view all the answers

    Which of the following are the two necessary documents to form a limited liability company. ______.

    <p>Articles of Organization and Operating Agreement</p> Signup and view all the answers

    What is the term for profits paid out to shareholders in proportion to each shareholder’s interest in the corporation.

    <p>Dividends</p> Signup and view all the answers

    The purpose of the Sarbanes-Oxley Act federal law is to assist companies in tax evasion by improving the accuracy and reliability of corporate disclosures.

    <p>False</p> Signup and view all the answers

    Which of the following is the doctrine that requires that, upon dissolution of a not-for-profit corporation, all of its assets be distributed to an organization existing for similar purposes.

    <p>Doctrine of Cy Pres</p> Signup and view all the answers

    State Securities laws are sometimes referred to as.

    <p>Blue Sky Laws</p> Signup and view all the answers

    Which of the following is the term for someone authorized by the principal to handle a definite business transaction or to do a specific act.

    <p>Special Agent</p> Signup and view all the answers

    Which of the following are the three fiduciary duties of corporate directors.

    <p>Duty of Care, Duty of Loyalty, and Duty of Good Faith</p> Signup and view all the answers

    Which of the following is the rule that requires creditors to look to business assets first before going after the partners’ personal assets.

    <p>Marshaling of Assets or Exhaustion Rule</p> Signup and view all the answers

    Which of the following federal acts is responsible for protecting investors by ensuring more accurate and reliable corporate financial disclosures?

    <p>The Sarbanes-Oxley Act</p> Signup and view all the answers

    Which of the following is the correct form to file with the IRS to obtain tax deductions for a home office?

    <p>Form 8829</p> Signup and view all the answers

    Which of the following federal acts play the largest role in the formation and regulation of public corporations?

    <p>The Securities Act of 1933 and the Securities Exchange Act of 1934</p> Signup and view all the answers

    True or false: The purpose of the Sarbanes-Oxley Act federal law is to protect investors by ensuring more accurate and reliable corporate financial disclosures.

    <p>True</p> Signup and view all the answers

    True or false: The Securities Act of 1933 and the Securities Exchange Act of 1934 play the largest role in the formation and regulation of public corporations.

    <p>True</p> Signup and view all the answers

    True or false: The term 'Doctrine of Cy Pres' refers to the doctrine that requires that, upon dissolution of a not-for-profit corporation, all of its assets be distributed to an organization existing for similar purposes.

    <p>True</p> Signup and view all the answers

    Which chapter of the Florida Statutes governs the formation and operation of corporations in Florida?

    <p>Chapter 607</p> Signup and view all the answers

    What is the term for the document that must be filed with the Division of Corporations to legally create a Limited Partnership?

    <p>Certificate of Limited Partnership</p> Signup and view all the answers

    What is the term for the profits paid out to shareholders in proportion to each shareholder’s interest in the corporation?

    <p>Dividends</p> Signup and view all the answers

    What is the term for the federal law that is designed to protect investors by ensuring more accurate and reliable corporate financial disclosures?

    <p>Sarbanes-Oxley Act</p> Signup and view all the answers

    What is the term for the federal acts that play the largest role in the formation and regulation of public corporations?

    <p>Sarbanes-Oxley Act</p> Signup and view all the answers

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