©EVERLY 2025 ALL RIGHTS RESERVED
LES 305 Final Exam Questions And Answers
100% Pass
T/F
General Partnerships are comprised of one or more general partners and one or more limited
parters - ANS False - this is limited partnership
T/F
Prima Dacie evidence of a partnership exists if 2+ people agree to share profits - ANS True -
partnership by implication
T/F
Anyone who helps a partnership obtain a loan by holding himself out as a partner, although he
is not a parter may be liable on the loan - ANS True - Partnership by estoppel
held yourself out as a parter but you actually are
General Partners are liable for - ANS all of the partnership's debts personally
T/f
Partnerships don't have to file tax returns - ANS False - must file informational tax returns
, ©EVERLY 2025 ALL RIGHTS RESERVED
T/F
each partner may bind a partnership to contracts w 3rd party - ANS true
T/F
if partnership dies, the partnership property that belonged to dead partner goes to the
partner's estate - ANS False - only the value of the partners interest goes to the estate
T/F
when one partner dies, the partnership is automatically dissolved by law - ANS True
Dissolution occurs by operation of law at the death of a partner.
T/F
Limited partners may manage the business and retain limited liability protection - ANS False
if you engage in management as a limited partner, you are no liable for Corp. debts
T/F
If limited Partnership interests are easily transferable, the org may be treated as a corp by the
IRS - ANS True - if you act like a corp, you will be taxed like a corp
T/F
Intel was incorporated in Delaware. It is a doestic corporation when it does business in AZ. -
ANS False - its a domestic corp in Delaware. In AZ, its a foreign corp.
, ©EVERLY 2025 ALL RIGHTS RESERVED
Alien if incorporated outside of US.
T/F
Transfers of stock are usually restricted in S corporations - ANS True
T/F
S corps are subject to double taxation - ANS False - flow through tax
T/F
Corps end upon the death or withdrawl of a member. - ANS False - Corporations exist for an
unlimited duration, unlike aprtnerships, which disslove upon death or withdrawl of a partner.
T/F
Registeresd agents, also known as statutory agents, may manage the business when the
members are unavailable - ANS False - they are only authorized to accept service of process
for the organization
Common stockholders - ANS have voting rights
The corporate veil may be pierced when - ANS The corp is inadequately capitalized
the owners and managers have not treated the corporation as a separate entity from
themselves
LES 305 Final Exam Questions And Answers
100% Pass
T/F
General Partnerships are comprised of one or more general partners and one or more limited
parters - ANS False - this is limited partnership
T/F
Prima Dacie evidence of a partnership exists if 2+ people agree to share profits - ANS True -
partnership by implication
T/F
Anyone who helps a partnership obtain a loan by holding himself out as a partner, although he
is not a parter may be liable on the loan - ANS True - Partnership by estoppel
held yourself out as a parter but you actually are
General Partners are liable for - ANS all of the partnership's debts personally
T/f
Partnerships don't have to file tax returns - ANS False - must file informational tax returns
, ©EVERLY 2025 ALL RIGHTS RESERVED
T/F
each partner may bind a partnership to contracts w 3rd party - ANS true
T/F
if partnership dies, the partnership property that belonged to dead partner goes to the
partner's estate - ANS False - only the value of the partners interest goes to the estate
T/F
when one partner dies, the partnership is automatically dissolved by law - ANS True
Dissolution occurs by operation of law at the death of a partner.
T/F
Limited partners may manage the business and retain limited liability protection - ANS False
if you engage in management as a limited partner, you are no liable for Corp. debts
T/F
If limited Partnership interests are easily transferable, the org may be treated as a corp by the
IRS - ANS True - if you act like a corp, you will be taxed like a corp
T/F
Intel was incorporated in Delaware. It is a doestic corporation when it does business in AZ. -
ANS False - its a domestic corp in Delaware. In AZ, its a foreign corp.
, ©EVERLY 2025 ALL RIGHTS RESERVED
Alien if incorporated outside of US.
T/F
Transfers of stock are usually restricted in S corporations - ANS True
T/F
S corps are subject to double taxation - ANS False - flow through tax
T/F
Corps end upon the death or withdrawl of a member. - ANS False - Corporations exist for an
unlimited duration, unlike aprtnerships, which disslove upon death or withdrawl of a partner.
T/F
Registeresd agents, also known as statutory agents, may manage the business when the
members are unavailable - ANS False - they are only authorized to accept service of process
for the organization
Common stockholders - ANS have voting rights
The corporate veil may be pierced when - ANS The corp is inadequately capitalized
the owners and managers have not treated the corporation as a separate entity from
themselves
