Essay

1.Distinguish the liability of a limited partner in a limited partnership with the liability of a stockholder of a corporation with respect to third persons.

2.Is limited partnership kind of partnership allowed for the exercise of professions? If not, cite reasons.

3.What are the features of a limited partnership that cannot be allowed for general partnership?

4.Can it be all limited partners in a limited partnership? Explain.

5.How does dissolution of limited partnership differ with dissolution of general partnership?

6.Are there restrictions to Non-Philippine nationals to become limited partners in a domestic limited partnership?

7.Based on your study of the provisions of limited partnerships, would foreign corporations be allowed as partners in limited partnerships?

8.What is the requirement of the law with respect to partnership name of a limited partnership?

9.When it comes to the recording of articles of partnership of general partnership and limited partnership before the Securities and Exchange Commission, how do they differ? Explain.

10.Is capacity to enter into a contract a requirement for entering into a limited partnership? Explain.

Essay 2

1.When preparing the converted General Partnership'sArticles of Partnership to Articles of Partnership of a Limited Partner, what are the special features of a limited partnership that you have observed and introduced therein?

2.When it comes to amendments, how amendments in partnerships differ when compared with amendments of corporate documents like Articles of Incorporation of a corporation?

3.Are existing partnerships convertible to corporations? If so, explain how the conversion can be legally done ?

4.Can a corporation be converted to partnership? Explain

Multiple-choice tests:

1.In a limited partnership where there are four (4) partners:

a.All the partners must be limited partners

b.The number of limited partners must be equal to the number of general partners , that is 2:2

c.The number of limited partners must be greater than the number of general partnersthat is 3:1

d.It is enough that there is one limited partner: the rest may all be general partners.

2.A limited partner may contribute:

a.Money and/or property

b.Money and/or services

c.Property and/or services

d.Services only.

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

a.When 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 managementof the business.

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

4.Which of the following omissions will make a partnership formed as limited partnership liable as a general partnership?

I.The certificate is not signed and sworn to by all the partners.

II.The certificate is not registered with the Securities and Exchange Commission.

III.The partnership name does not include the word "Limited or Ltd., its abbreviation, in the certificate.

a.I and II

b.II and III

c.I and III

d.I, II, and III

5.A person admitted to all the rights of a limited partner who has died or has assigned his interest in the partnership is known as:

a.An ostensible partner

b.A liquidating partner

c.A substituted limited partner.

d.A general-limited partner

6.Which of the following will not cause the automatic dissolution of a limited partnership?

a.Death of a general partner

b.Death of a limited partner

c.Insolvency of a general partner

d.Insanity of a general partner.

7.Josephine, Ellen, Wilma, Edith and Lydia are partners in JEWEL Company LTD. Josephine, Ellen and Wilma are general partners, Edith is a general-limited partner, while Lydia is a limited partner. Based on the foregoing information, which of the following statements is false?

a.Josephine, Ellen and Wilma may be held liable with their separate property after the exhaustion of partnership assets.

b.Edith may participate in the management of the partnership.

c.Edith may not be held liable with her separate property for partnership debts after the exhaustion of partnership assets.

d.Lydia may not be held liable with her separate property for partnership debts after the exhaustion of partnership assets.

8.Wilma, Olga and Wynona agreed to form a limited partnership with Wilma and Olgaas general partners contributing P50,000.00 each, and Wynona as limited partner contributing P100,000.00. The partnership which is to engage in the tradingof garments was named"WOW Garments Co. Limited" as indicated in the Certificate signed and sworn toby the partnersbefore a notary public. However, the certificate was not filed with the Securities and Exchange Commission. In the meantime, the partners already begun operating the business and transacting with third persons.

a.The partnership entered into by the Wilma, Olga and Wynona is void.

b.The partnership will be considered a general partnership. Accordingly, all partners will be liable with their separate propertyafter the exhaustion of partnership assets.

c.The partnership will be considereda limited partnership as indicated in its name. Only Wilma and Olga will be liable with their separate property after the exhaustionof partnership assets.

d.Wilma, Olga and Wynona will be considered separately as sole proprietors with each one having a capital equivalent to their respective contributions.

9.The following partnership contracts were presented to you for evaluation:

I.A partnership engaged in the sale of office supplies with a capital of P100,000.00 broken down into: cash P30,000.00; office supplies for sale, P50,000.00; and office equipment, P20,000.00. The agreement is in a private instrument.

II.A partnership engaged in the lease of offices spaces with a capital of P700,000.00 broken down into: land, P100,000.00; building, P500,000.00; cash P80,000.00; and office equipment , P20,000.00. The agreement is not recorded with the Securities and Exchange Commission.

III.A partnership engaged in the trading of computers whose name is "Lamont Enterprises Ltd." It has a total capital of P500,000.00 broken down into P100,000.00 cash and computers worth P400,000.00, contributed byboth general and limited partners. The agreement was subscribed and sworn to by all the partners before a notary public but not recorded with the Securities and Exchange Commission.

Based on the foregoing:

a.Each partnership has a separate juridical personality.

b.I and II have separate juridical personality.

c.II and III have juridical personality.

d.None of the partnership has a separate juridical personality.

10.Which of the following statements concerning the name of the partnership is false?

a.The partnership name may include the name of only one of the partners.

b.The partnership name may include the names of two or more, but not all the partners.

c.The partnership name may include the names of all the partners.

d.The partnership cannot adopt a name which does not include the nae of at least one of the partners.

II. Essay

1.What is a general-limited partnership?

2.What is the rationale of the law why limited partnerships are required to affix the word "Limited" or its abbreviation "Ltd" as part of the partnership name?

3.Can an existing limited partnership be converted to a general partnership? If so, explain how it can legally be done?

4.Can an existing general partnership be converted to a limited partnership? If so allowed, explain how it can legally be done?

5.Can an existing single proprietorship be converted into partnership? If allowed under existing laws, how shall it be done if it will be converted to a general partnership or limited partnership?