16.A, B & C are partners. A died in May 2015 but B & C did not wind-up the partnership. B died in June 2015 but C did not wind-up the partnership. If C also died by July 2015, who is preferred to cause the winding-up of partnership affairs?

a.Heir of A c. Heir of C

b.Heir of B d. Partnership creditor

____ 17. A limited partner shall be liable as general partner in three of the following cases. Which one is the exception?

a.W he is a general-limited partner as stated in the certificate.

b.When he takes part in the control of the business.

c.When he participates in the management of the business.

d.When his surname which appears in the partnership name is also the surname of a general partner.

____ 18. First Statement: Limited partners are given priority over general partners, moreover, profits are given priority over capital

Second Statement: An assignee, who does not become a substituted limited partner, has no right to require any information or account of the partnership transactions or to inspect partnership books

a.First statement is correct and second is false

b.First statement is false and second is true

c.Both statements are true

d.Both statements are false

____ 19. The requirements for amendment are the following, except:

I. It must be in writing as far as necessary to set forth clearly the change in the certificate which it is desired to make. II. It must be signed and sworn to by all members, and an amendment substituting a limited partner or adding a limited or general partner shall be signed also by the member to be substituted or added, andwhen a limited partner is to be substituted, the amendment need not be signed by the assigning limited partner. III. The certificate of limited partnership, as amended, must be filed for record in the Office of the Securities and Exchange Commission.

a.

Only I is true.

c.

Only I and III are true.

b.

Only I and II are true.

d.

All are true.

____ 20. A, B, C, D and E are partners in ABC limited partnership. Both C and D are limited partners while E is an industrial partner. D is appointed as managing partner. The partnership became insolvent. Unpaid partnership liabilities amounted to P6M after exhaustion of partnership's assets. How much may the unpaid partnership creditor collect form the partners?

a.1.2M each from A, B, C, D and E c. 2M each from A, B and E

b.3M each from A and B d. 1.25M each from A and B