Partnership Revised Corporation Cooperative Law

Question 1

I.A partnership is a separate juridical entity, the shares to be paid out to the partners is necessarily limited only to its total resources

II. A partnership must refund the shares of the partners, the amount to be refunded isnecessarily limited to its total resources.

III. Before the partners can be paid their shares, the creditors of the partnership must first be compensated. After all the creditors have been paid, whatever is left of the partnership assets becomes available for the payment of the partner's shares.

a. Only I is correct

b. Only II is correct

c. All are true

d. All are false

Question 2

The change in the relation of the parties caused by any partner ceasing to be associated in the carrying on, as might be distinguished from the winding up of, the business.

a. Dissolution

b. Liquidation

c. Termination

d. Winding up

Question 3

X, Y and Z are partners in XYZ partnership. X and Y contributed P10,000 each while Z contributed his service.After payment of the partnership liabilities to creditors, only P15,000 remains.In the absence of stipulation to the contrary the share of Z shall be:

a. P5,000.00

b. P10,000.00

c. P3,000.00

d. Zero

Question 4

If a partner is insolvent, the first in the order of preference in the distribution of his assets is:

a. Partnership creditors

b. Separate creditors of the partner-debtor

c. Partner's contribution to the partnership

d. Pro-rata between the separate creditors and the partnership creditors

Question 5

I. The dissolution of the partnership means that the juridical entity was immediately terminated and that the distribution of the assets to its partners should perfunctorily follow.

II. The partnership, although dissolved, continues to exist until its termination, at which time the winding up of its affairs should have been completed and the net partnership assets are divided and distributed to the partners.

a. Only I is correct

b. Only II is correct

c. Both are true

d. Both are false

Question 6

I. A universal partnership of present property shall include the profits which the partner's may acquire therewith such as properties to be acquired through legacy, donation or inheritance.

II. After dissolution, the partners may still enter into contracts in the name of the dissolved Partnership if it is for the purpose of winding up.

a. Only I is correct

b. Only II is correct

c. Both are true

d. Both are false

Question 7

I. The legal personality of the expiring partnership persists for the limited purpose of winding up and closing of the affairs of the partnership.

II. After dissolution, all the transactions of the partnership should not only pertain to liquidation which will happen over a period of time.

a. Only I is correct

b. Only II is correct

c. Both are true

d. Both are false

Question 8

I.The transfer by a partner of his partnership interest does not make the assignee of suchinterest a partner of the firm, nor entitle the assignee to interfere in the management of thepartnership business or to receive anything except the assignee's profits.

II. Generally understood to mean an organization formed for some temporary purpose, a joint Venture is likened to a particular partnership.

a. Only I is correct

b. Only II is correct

c. Both are true

d. Both are false

Question 9

I.As a rule, when a partnership is dissolved, any of the partners can bind the partnership.

II. Where the dissolution is caused by the act, death or insolvency of a partner, each partner is Liable to his co-partners for his share of any liability created by any partner acting for the Partnership as if the partnership had not been dissolved.

a. Only I is correct

b. Only II is correct

c. Both are true

d. Both are false

Question 10

I. The dissolution of the partnership discharges the existing liability of any partner.

II. The individual property of a deceased partner shall be liable for all obligations of the partnership incurred while he was a partner, but subject to the prior payment of his separate debts.

a. Only I is correct

b. Only II is correct

c. Both are true

d. Both are false

Question 11

In extra-judicial liquidation, the following will wind-up the partnership, except:

a. The liquidating partner or partners as agreed upon by all of the partners.

b. The partner who have not wrongfully dissolved the partnership.

c. The legal representative of the last surviving partner who is not insolvent.

d. The managing partner who has the controlling interest.

Question 12

The following are the rights of a partner who has not caused dissolution wrongfully, except:

a. To have the partnership property applied to discharge the liabilities of the partnership.

b. To have the surplus, if any, applied to pay in cash the net amount owing to the respective partners.

c. To be indemnified for damages caused by the partner who did not caused the dissolution wrongfully.

d. To continue the business in the same name either by themselves or jointly with others during the agreed term of the partnership and for that purpose may possess the partnership property.

Question 13

Where a partnership contract is rescinded on the ground of fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is entitled to, except:

a. Right of lien or right of retention

b. Right of subrogation

c. Right of dissolution

d. Right of indemnification

Question 14

I. Generally, in the pursuit of a partnership business, its capital is either increased by profitsearned or decreased by losses sustained.

II. As a general rule, upon the dissolution of a commercial partnership the succeeding partners or parties have the right to carry on the business under the old name.

a. Only I is correct

b. Only II is correct

c. Both are true

d. Both are false

Question 15

I. The use by the person or partnership continuing the business of the partnership name, or the name of a deceased partner as part thereof, he shall make the individual property of the deceased partner liable for any debts contracted by such person or partnership.

II. The liability of a third person becoming a partner in the partnership continuing the businessto the creditors of the dissolved partnership shall be satisfied out of the partnershipproperty only, unless there is a stipulation to the contrary.

a. Only I is correct

b. Only II is correct

c. Both are true

d. Both are false