100 Questions
Which statement about limited liability partnerships (LLPs) is correct?
LLPs are not required to file annual reports with the Division of Corporations.
Which statement about sole proprietorships is true?
Sole proprietorships have no limits on the number of employees.
Which statement about limited partnerships is correct?
Limited partnerships are governed by Chapter 620 of the Florida Statutes.
Which statement about general partnerships is true?
General partnerships must file an application with each state other than the state of formation in which they want to conduct business.
Which statement about agents is false?
Agents are not personally liable for any injury caused by their acts.
Which statement about fictitious names is true?
Registration of a fictitious name reserves and protects it against another party's use.
Which statement about S Corporations is correct?
S Corporations are limited to 100 eligible shareholders.
Which document must be filed with the Division of Corporations to legally create a Limited Partnership?
Certificate of Limited Partnership
What must a Limited Partnership do if it wants to transact business in another state?
File to become a foreign Limited Partnership in that state
What document must be filed with the Division of Corporations to create a Limited Liability Partnership?
Statement of Qualification
Is it true that there is only one name for Limited Liability Limited Partnership?
False
What is S.E.C Form S-1 used for?
Transitioning from a private to a public corporation
What may a court do if a corporation does not comply with necessary formalities?
Pierce the corporate veil
What is the abbreviation used as a suffix in Florida to indicate that a business is a professional corporation?
P.A.
According to Chapter 605 of Florida Statutes, which statement is true about Limited Liability Companies (LLCs)?
LLCs can raise additional capital through debt capital and equity capital.
Which statement is true about Limited Partnerships (LPs) according to the text?
LPs can raise additional capital through debt capital and equity capital.
Which statement is true about general partnerships?
General partnerships are not tax-reporting entities.
Which statement is true about Limited Liability Partnerships (LLPs)?
LLPs must include the names of all general partners in their certificate of formation.
Which statement is true about filing an SS-4 form?
Marsha, as a sole proprietor, does not have to file an SS-4 form.
How long are fictitious name registrations valid for in Florida?
5 years
Which of the following is the required form to obtain tax deductions for a home office?
Form 8829
Which two federal acts play the largest role in the formation and regulation of public corporations?
The Securities Act of 1933 and the Securities Exchange Act of 1934
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?
Doctrine of Cy Pres
Which of the following is the rule that requires creditors to look to business assets first before going after the partners’ personal assets?
Marshaling of Assets or Exhaustion Rule
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?
Special Agent
What is the term for profits paid out to shareholders in proportion to each shareholder’s interest in the corporation?
Dividends
Which of the following documents are the two necessary documents to form a limited liability company?
Articles of Organization and Operating Agreement
Which of the following is the form for a public corporation’s annual report?
Form 10-K
Which of the following is the purpose of the Sarbanes-Oxley Act federal law?
To protect investors by ensuring more accurate and reliable corporate financial disclosures
A Limited Liability Partnership in Florida is only available to businesses that provide professional services.
False
Limited Partnerships can raise additional capital through debt capital and equity capital.
True
To create a limited liability company, you must file an Operating Agreement with a Division of Corporation.
False
A general partnership is a tax-reporting entity.
True
Limited partners in a Limited Partnership are not fiduciaries of the partnership.
True
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.
True
Fictitious name registrations are valid for ten years in Florida.
False
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.
True
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.
True
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.
True
True or false: There’s only one name for Limited Liability Limited Partnership.
False
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.
True
True or false: If a corporation does not comply with necessary formalities, a court may pierce the corporate veil.
True
True or false: In Florida, a fictitious name registration is valid for five years.
True
An undisclosed principal means that the agent is fully disclosed to third parties.
False
The liability of an employer for the negligent hiring of an employee is based on the doctrine of Respondeat Superior.
False
A general partnership must file an application with each state other than the state of formation in which it wants to conduct business.
False
The document that legally creates a Limited Liability Partnership is the “Statement of Qualification.”
True
Chapter 621 of the Florida Statutes governs professional Corporations.
True
Registration of a fictitious name reserves and protects it against another party's use.
False
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.'
False
The form for a public corporation's annual report is 10-K.
True
The two necessary documents to form a limited liability company are Articles of Organization and Operating Agreement.
True
Dividends are profits paid out to shareholders in proportion to each shareholder's interest in the corporation.
True
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.
False
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.
True
Federal securities laws are sometimes referred to as Blue Sky Laws.
False
A Special Agent is someone authorized by the principal to handle a definite business transaction or to do a specific act.
True
The three fiduciary duties of corporate directors are Duty of Care, Duty of Loyalty, and Duty of Good Faith.
True
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.
True
Chapter 605 of Florida Statutes governs ______
Limited Liability Companies
A certificate of Limited Partnership must include the names of all the ______ partners but not the limited partners
general
A Limited Liability Partnership in Florida is only available to businesses that provide ______ services
professional
Limited Partnerships can raise additional capital through ______ capital and equity capital
debt
To create a limited liability company, you must file an Operating Agreement with a ______ of Corporation
Division
A general partnership is a ______-reporting entity
tax
Limited partners in a Limited Partnership are not ______ of the partnership
fiduciaries
An agent is not personally liable for any injury caused by their ______
acts
A not-for-profit corporation is a type of corporation that does not have ______
shareholders
In a sole proprietorship, there are no limits on how many people may be employed by the ______
business
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 ______
third-party
A business corporation is governed by Chapter ______ of the Florida Statutes
607
The liability of an employer for the negligent hiring of an employee is based on the doctrine of ______
Respondeat Superior
Activities in which limited partners may participate are referred to as ______
safe harbor
Under _________ doctrine, the unanimous consent of the partners is required to confer partnership on another person.
Delectus personae
A ________ is the term for the preliminary prospectus of a corporation.
Red herring
A ________ is the term for a corporation owned by another corporation.
Subsidiary
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.
Registration and Authority
The type of relationship resulting from the creation of an agency relationship is called ____________.
Fiduciary
Which form must be completed to obtain an employer identification number.
Form SS-4
In Florida, for how long is a written subscription agreement irrevocable.
Six months
Which of the following is the form for a public corporation’s annual report. 10-K
Form 10-K
Which of the following are the two necessary documents to form a limited liability company. ______.
Articles of Organization and Operating Agreement
What is the term for profits paid out to shareholders in proportion to each shareholder’s interest in the corporation.
Dividends
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.
False
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.
Doctrine of Cy Pres
State Securities laws are sometimes referred to as.
Blue Sky Laws
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.
Special Agent
Which of the following are the three fiduciary duties of corporate directors.
Duty of Care, Duty of Loyalty, and Duty of Good Faith
Which of the following is the rule that requires creditors to look to business assets first before going after the partners’ personal assets.
Marshaling of Assets or Exhaustion Rule
Which of the following federal acts is responsible for protecting investors by ensuring more accurate and reliable corporate financial disclosures?
The Sarbanes-Oxley Act
Which of the following is the correct form to file with the IRS to obtain tax deductions for a home office?
Form 8829
Which of the following federal acts play the largest role in the formation and regulation of public corporations?
The Securities Act of 1933 and the Securities Exchange Act of 1934
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.
True
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.
True
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.
True
Which chapter of the Florida Statutes governs the formation and operation of corporations in Florida?
Chapter 607
What is the term for the document that must be filed with the Division of Corporations to legally create a Limited Partnership?
Certificate of Limited Partnership
What is the term for the profits paid out to shareholders in proportion to each shareholder’s interest in the corporation?
Dividends
What is the term for the federal law that is designed to protect investors by ensuring more accurate and reliable corporate financial disclosures?
Sarbanes-Oxley Act
What is the term for the federal acts that play the largest role in the formation and regulation of public corporations?
Sarbanes-Oxley Act
Test your knowledge on State Securities laws and the legal requirements for creating a Limited Partnership. Learn about the importance of filing the Certificate of Limited Partnership and the process of becoming a foreign Limited Partnership in another state.
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