26. What form of business entity DOES NOT provide an effective liability shield for all of its owners?

a. Limited Partnership

b. Corporation

c. Limited Liability Company

d. Limited Liability Limited Partnership

e. Limited Liability Partnership

27. Assuming you would like to allocate profits and losses for tax purposes between owners in a different ratio

than their actual percentage ownership interests, what conditions would need to be present for that

allocation to be effective?

a. The entity must have elected to be taxed under Subchapter S and any allocation made would have to

have a "substantial economic effect."

b. The entity must have elected to be taxed under Subchapter K and any allocation made would have to

have a "substantial economic effect."

c. The entity must have elected to be taxed under Subchapter C and any allocation made would have to

have a "substantial economic effect"

d. If the allocation has a "substantial economic effect" it is valid, regardless of what subchapter the entity

has elected to be taxed under.

28. Under RUPA, assuming the partnership agreement does not otherwise provide, what type of ownership

interest can a partner in a general partnership transfer to third parties without obtaining consent or approval

from other partners?

a. The partner's entire "Partnership Interest"

b. The partner's "Transferable Interest" (e.g., economic rights)

c. The partner's management rights

d. The partner's rights to receive information and to review the records of the partnership.

e. All of the above.

29. Under RUPA, how can partners in a general partnership provide protection against them becoming

personally liable for the obligations of the partnership?

a. Expressly disclaim personal liability in the partnership agreement and file the agreement with the

Secretary of State.

b. File a Statement of Qualification with the Secretary of State

c. Both A and B.

d. Neither A or B.

30. What is NOT one of the reasons that Delaware is considered the premier jurisdiction for formation business

entities in the United States?

a. Inexpensive filing fees and franchise taxes compared to other most other states

b. Well-developed body of corporate and business entity law

c. Sophisticated, business-savvy judges

d. Broad acceptance by institutional investors