ASSIGMENT 2

LP is a company formed by one or more general partners and one of several

limited partners. A general partner may be an individual or a corporation, the
general partner is legally responsible for all obligations and debts of the LP, while
the limited partner is only responsible for the amount that he has decided to
contribute, the general partner participates in the management and management of
the company, but the limited cannot do it. The LP cannot be sued or sued, nor
does it have to pay taxes. But each individual partner if, in addition, pays the taxes
based on the profits or benefits that obtains. Wisfall (1997).
An LLC, a limited liability company may sue and be sued, owns property in its
name, partners may be individuals or companies, partners are not directly
responsible, unless it is for individual omission or some wrongdoing, but not for
omissions or illegals of the LLP, each partner will pay taxes according to the
income obtained from the LLP
The most important difference between an LLC and an LP has to do with the
personal responsibility of the participants. A limited liability company is managed
by one or more general partners who control the day-to-day operations of the
company. These general partners have unlimited personal liability for the debts
and obligations of the limited partnership, which implies that they can be held
personally liable for such debts and obligations. A limited partner has no personal
responsibility for the company's obligations, but is not allowed to actively
participate in the day-to-day management of the limited partnership. If a limited
partner is significantly involved in administration, a court may treat that limited
partner as if it were a general partner if the limited partnership is sued, and impose
personal liability on the investor. Tilley & Young (2009)

To avoid the personal liability of a general partner, an entity such as a corporation

or an LLC may act as the general partner of a limited partnership. However,
creating an independent entity to act as a general partner adds additional cost and
complexity, and could have adverse tax consequences. The LLC was created in
order to provide some flexibility of a partnership but trying to provide protection
against personal liability offered by a corporation. One or more of its members can
manage an LLC. However, unlike a limited liability company, a participant involved
in the management of the company is not personally liable for the liabilities of the
entity. Given the personal responsibility that is applied in a limited partnership,
many clients ask why a person would choose to constitute a limited partnership. As
mentioned above, LLC is a relatively new corporate type (since 1992) and, as a
result, the jurisprudence on LLC is much less solid and is not yet as consolidated
as the legislation applicable to limited companies.
In this case both Yolanda and Zachary are responsible for the damages that have
been caused to the seller by the type of company that signed, since Zachary
having the role of limited partner can be understood as a passive partner whose
fundamental role is to invest in the business and being active not in the activity of
controlling, directing and managing the management of the company .But the key
is that both contributed the same amount of money, so Zachary despite being a
limited partner must respond by the amount of money that contributed, being this
the half of the society.

If the company had been constituted by LLC, Zachary or who had made the
mistake, would be the only responsible, because in this type of society each
partner has responsibility for their actions and decisions. Therefore, it must assume
the consequences of these in a legal and social.

BIBLIOGRAPHY
Tilley, F., & Young, W. (2009). Sustainability Entrepreneurs. Greener Management
International, (55).
Wiswall, F. L. (1997). Classification societies: issues considered by the Joint
Working Group. International Journal of Shipping Law, 171-187.