State Securities Laws and Limited Partnerships Quiz
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Questions and Answers

According to Chapter 605 of Florida Statutes, which type of business entity can raise additional capital through debt capital and equity capital?

  • General Partnerships
  • Limited Liability Partnerships
  • Limited Liability Companies
  • Limited Partnerships (correct)

    • According to Chapter 605 of Florida Statutes, which type of business entity requires the names of all general partners to be included in the certificate?

  • Limited Partnerships (correct)
  • General Partnerships
  • Limited Liability Companies
  • Limited Liability Partnerships

    • According to Chapter 605 of Florida Statutes, which type of business entity is a tax-reporting entity?

  • Limited Liability Partnerships
  • Limited Partnerships
  • General Partnerships (correct)
  • Limited Liability Companies

    • According to Chapter 605 of Florida Statutes, which type of business entity requires the filing of an Operating Agreement with a Division of Corporation?

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

    According to Chapter 605 of Florida Statutes, which type of business entity is available only to businesses that provide professional services?

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

    According to Chapter 605 of Florida Statutes, which type of business entity are limited partners not fiduciaries of?

    <p>Limited Partnerships</p> Signup and view all the answers

    According to Chapter 605 of Florida Statutes, what is the duration of a fictitious name registration in Florida?

    <p>5 years</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 is the document that 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

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

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

    How long is a fictitious name registration valid for in Florida?

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

    Which chapter of the Florida Statutes governs Business Corporations?

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

    What is the term for a person or organization that purchases securities from an issuer with a view to distributing them?

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

    What is the term for the preliminary prospectus of a corporation?

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

    Which one of these is true about limited partners in a Limited Partnership?

    <p>They have limited liability for partnership debts, except if the debt was incurred due to their wrongdoing.</p> Signup and view all the answers

    Which one of these is true about a sole proprietorship?

    <p>There are no limits on how many people may be employed by the business.</p> Signup and view all the answers

    Which one of these is true about the liability of an employer for the negligent hiring of an employee?

    <p>The employer is liable for negligent hiring if the employee harms others without a reasonable background check or due diligence.</p> Signup and view all the answers

    Which one of these is true about the document that legally creates a Limited Liability Partnership?

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

    Which one of these is true about a general partnership?

    <p>It is exempt from filing an application with each state in which it wants to conduct business.</p> Signup and view all the answers

    Which one of these is true about the duty of loyalty of agents?

    <p>Agents typically owe their principals the duty of loyalty.</p> Signup and view all the answers

    Which one of these is true about independent contractors?

    <p>They are expected to exercise independent judgment.</p> Signup and view all the answers

    Which form must be filed with the IRS to obtain tax deductions for a home office?

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

    Which 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

    Which two documents are necessary 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

    What 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

    What 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

    What 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

    What 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

    What 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

    Limited Liability Companies in Florida are governed by Chapter 605 of Florida Statutes.

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

    A certificate of Limited Partnership must include the names of all the general partners.

    <p>True</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

    True or false: 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

    True or false: 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

    True or false: The document that legally creates a Limited Liability Partnership is the 'Statement of Qualification.'

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

    True or false: Chapter 621 of the Florida Statutes governs professional Corporations.

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

    True or false: Registration of a fictitious name does not reserve or protect a fictitious name against another party's use.

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

    True or false: If a sole proprietor wants to report a business loss to the IRS, they must use Schedule C.

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

    True or false: Limited Liability Partnerships are not required to file annual reports with the Division of Corporations.

    <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, this abbreviation P.A. added as a suffix indicates that a business is a professional corporation.

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

    True or false: 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

    True or false: Federal securities laws are sometimes referred to as Blue Sky Laws.

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

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

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

    True or false: To elect subchapter S status, Form 2553 must be filed with the IRS.

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

    True or false: A public corporation must file Form 8-K whenever any material information within a corporation’s registration statement changes.

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

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

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

    True or false: Juanita is the sole owner of a computer service business. Juanita hires Alberto to manage the business. In this scenario, Juanita is the principal and Alberto is the agent.

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

    True or false: John, a prisoner, wants to marry Betty in a church wedding. The prison does not have a chapel. John and Harry agree that Harry will stand in for John at John's wedding at a nearby church. In this scenario, John is the principal, Betty is neither a principal nor an agent, and Harry is the agent.

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

    True or false: Cafe Boeuf is a fancy French restaurant owned by Henri, Maurice, and Jeanette as equal partners. The three partners unanimously voted to purchase and operate the dry cleaners adjacent to the restaurant. In light of this action, Henri has the authority to act on the partnership's behalf.

    <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 ______ capital

    <p>debt, equity</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

    According to Chapter 605 of Florida Statutes, which type of business entity is available only to businesses that provide professional services?

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

    Which one of these is true about a sole proprietorship?

    <p>There are no limits on how many people may be employed by the business.</p> Signup and view all the answers

    In a sole proprietorship, the only method of raising capital is through ______ capital.

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

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

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

    The directors of a corporation carry on the day-to-day activities of the ______.

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

    Larry owns a hardware store. He appoints Stan to be the store manager. Stan is considered a ______ agent.

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

    Limited partners in a Limited Partnership may not take part in other ______ opportunities.

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

    State Securities laws are the ones referred to as “blue sky ______”

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

    The document that must be filed with the Division of Corporations to legally create a Limited Partnership is a Certificate of Limited ______

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

    If a Limited Partnership wants to transact business in another state, it must file to become a foreign Limited ______ in that state

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

    The document that must be filed with the Division of Corporations to create a Limited Liability Partnerships is a Statement of ______

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

    There’s only one name for Limited Liability Limited Partnership. ______

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

    S.E.C Form S-1 is a registration statement that is filed to transition from a private to a public ______

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

    If a corporation does not comply with necessary formalities, a court may ______

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

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

    <p>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 is the form for a public corporation’s annual report?

    <p>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

    What 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

    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

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

    To obtain tax deductions for a home office, which form must be filed with the IRS?

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

    To elect subchapter S status, which form must be filed with the IRS?

    <p>Form 2553</p> Signup and view all the answers

    Study Notes

    Business Entities

    • Limited Partnerships can raise additional capital through debt capital and equity capital.
    • A certificate of Limited Partnership must include the names of all general partners.
    • Limited Liability Companies in Florida are governed by Chapter 605 of Florida Statutes.

    Limited Liability Partnerships

    • Limited Liability Partnerships are available only to businesses that provide professional services.
    • The document that must be filed with the Division of Corporations to create a Limited Liability Partnership is a Statement of Qualification.

    General Partnerships

    • A general partnership is a tax-reporting entity.
    • Limited partners in a Limited Partnership are not fiduciaries of the partnership.

    Fictitious Names

    • A fictitious name registration is valid for a period of five years in Florida.
    • Registration of a fictitious name does not reserve or protect a fictitious name against another party's use.

    CORPORATIONS

    • The abbreviation added as a suffix in Florida to indicate that a business is a professional corporation is P.A.
    • Chapter 621 of the Florida Statutes governs professional Corporations.
    • The purpose of the Sarbanes-Oxley Act federal law is to improve the accuracy and reliability of corporate disclosures.
    • The two federal acts that play the largest role in the formation and regulation of public corporations are The Securities Act of 1933 and the Securities Exchange Act of 1934.
    • A public corporation must file Form 10-K as an annual report.

    Agency Law

    • An agent is someone authorized by the principal to handle a definite business transaction or to do a specific act.

    Limited Liability Companies

    • To create a limited liability company, you must file Articles of Incorporation and an Operating Agreement with the Division of Corporation.

    Taxation

    • To obtain tax deductions for a home office, Form 8829 must be filed with the IRS.
    • To elect subchapter S status, Form 2553 must be filed with the IRS.

    Securities Laws

    • State Securities laws are sometimes referred to as Blue Sky Laws.

    Non-Profit Corporations

    • 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 called Cy Pres.

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    Midterm Study.docx

    Description

    Test your knowledge of state securities laws, limited partnerships, and filing requirements with this quiz. Learn about the importance of the Certificate of Limited Partnership and the process of becoming a foreign Limited Partnership.

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