REG 8.0

Question 1

*In a partnership limited partners are like what?

Answer 1

*Limited partners are like shareholders of a corporation

Question 2

*Fundamental corporate change require shareholder approval for what? (DAMS)

Answer 2

• Dissolution
• Amendments to the articles of incorporation
• Mergers, consol, compulsory share exchange
• Sale of substantially all corp assets

Question 3

• What is a Ultra Vires management act?

* What corporate action is subject to shareholder approval?

Answer 3

• An act outside of a directors or officers scope of authority
• Removal of directors

Question 4

• What is a registered agent?

* What is a derivative action?

Answer 4

• Agent for corporation who would accept service of process in the event the corporation is involved in a lawsuit
• When a corporation fails to enforce a right that it has against a third party

Question 5

• How are contributions determined for a general partnership if a silent agreement?
• Under Revised Uniform Partnership Act and in absence of any partnership agreement how are losses allocated (only profit allocation communicated)
• How are contributions determined for a LLC if opp agreement silent?
• How is an LLC treated for tax purposes?

Answer 5

• General partnership shared equally
• Unless otherwise agreed partners share losses in same manner as profits (if profit and loss not determined then equal for both)
• LLC profits are shared by contribution typically unless under ULLCA then equally
• Default treated as a partnership

Question 6

• What is the difference between Articles of Organization and Article of Incorporation?
• What are Bylaws?

Answer 6

*Art of Organization = Must file w/ state for an LLC

• Art of Incorp = Must file w/ state for a Corporation
• *Board of Directors cannot amend articles

*Bylaws separate doc Corporation creates for rule of operation (does not need to be filed with state)

Question 7

• Writ of Attachment?
• Exoneration?
• Subrogation?
• Contribution?

Answer 7

• Order of court to seize property
• Exoneration = suit to compel payment (get debtor to pay)
• Subrogation = once you had to pay bring suit against the debtor (i.e. principal)
• Contribution = Sharing of a liability on a pro rata basis among co-sureties

Question 8

• What is respondeat superior?

* What does the Fair Labor Standards Act govern?

Answer 8

• A principal including a corporation can be held liable for an employees tort committed within the scope of employment
• Wages and hours

Question 9

• Under ERISA which two areas of private employer pensions plans are regulated?
• What would cause a reduction in a retired persons social security benefits

Answer 9

• 1. Employee Vesting
     
     2. Plan Funding

*Directors fees

Question 10

• Who is entitled to be a qualifying shareholder for an S corporation?
• Are limited partnerships recognized as taxable entities?

Answer 10

• Individuals, estates, certain trusts

* Not recognized, need to file only informational returns