Professional Documents
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Partnership – a contract (may be oral or written) whereby two or more persons bind
themselves to contribute money, property or industry into a common fund
with the intention of dividing the profit among themselves (Article 1767 of
the Civil Code of the Philippines). The persons are usually individuals. Any
natural person who possesses the right to enter into a contract can become a
partner. Partnerships must attempt to make a profit. Non-profit
organizations may not be partnerships.
– Securities and Exchange Commission (SEC) is the governing body that
is in charge of partnerships in the Philippines while the Department of
Trade and Industry (DTI) is the governing body in charge of sole
proprietorships.
– also defined as an association of two or more persons who co-own a
business for profit.
Characteristics of a Partnership
1. Mutual agency – any partner may act as an agent of the partnership in conducting
its affairs. Each partner has an equal right to act for the partnership and to enter into
contracts binding upon it, as long as he acts within the normal scope of business
operations.
2. Limited life – a partnership may be dissolved at any time by action of the partners
or by operation of law. The withdrawal, death, retirement, bankruptcy, incapacity of
a partner and the admission of a new partner dissolves the partnership.
3. Unlimited liability – the personal assets of a general partner may be used to satisfy
the claims of the creditors of the partnership if the partnership assets are not enough
to settle the liabilities to outsiders upon liquidation. [General Partners are the only
ones liable]
4. Co-ownership of property – properties contributed to the partnership are owned by
the partnership. Properties invested by a partner cease to be his own personal
property.
5. Co-ownership of profit – a partner has the right to share in partnership profits. The
partners are entitled to share in the firm’s profits as a return on their investment.
6. Legal entity – a partnership has a legal personality separate and distinct from that of
each of the partners. A partnership may, therefore, acquire property in its own name
and may enter into contracts.
Advantages of a Partnership
1. It is easy to form and to dissolve. A partnership is ended whenever there are
changes in the ownership structure such as withdrawal of a partner or admission of a
new partner.
2. Greater amount of capital may be raised compared to a sole proprietorship. The
source of capital investment comes from 2 or more persons.
3. There is relative freedom and flexibility in decision-making compared to a
corporation. Decisions are effected simply by agreement among the partners
without the formalities necessary under a corporation.
4. It is better managed because business affairs are supervised by more than one
person. Better management results from the combined experience and ability of
several individuals.
5. The unlimited liability of a general partner makes it reliable from the point of view
of creditors.
Disadvantages of a Partnership
1. The unlimited liability of a partnership deters many from investing in a partnership.
2. There is lack of business continuity because it can be easily dissolved.
3. There is difficulty in transferring ownership interest because ownership interest in
the partnership cannot be transferred without the consent of all the partners.
4. Limited amount of capital may be raised compared to a corporation.
5. There is likelihood of dissension and disagreement when each of the partners has the
same authority in the management of the firm.
Kinds of Partnerships
1. According to activity
a. Service – main activity is the rendering of services
b. Merchandising or Trading – main activity is the purchase or sale of goods
c. Manufacturing – main activity is the production of goods
2. According to liability
a. General – one consisting of general partners who are liable prorata and
sometimes solidarily with their separate property for partnership liabilities.
b. Limited – one consisting of one or more general partners and one or more
limited partners. “LTD” is added to the name of the partnership.
3. According to object
a. Universal partnership of all present property – one in which the partners
contribute all the property which actually belong to each of them, at the time
of the constitution of the partnership, to a common fund with the intention of
dividing the same among them as well as the profits which they may acquire
therewith. All assets contributed to the partnership and subsequent
acquisitions become common partnership assets.
b. Universal partnership of profits – one which comprises all that the partners
may acquire by their industry or work during the existence of the partnership
and the usufruct of movable or immovable property which each of the
partners may possess at the time of the institution of the contract. The
original movable or immovable property contributed do not become
common partnership assets.
c. Particular partnership – one which has for its object determinate things, their
use or fruits or a specific undertaking or the exercise of a profession of
vocation.
Kinds of Partners
a. According to Investment
1. Capitalist – one who contributes capital in money or property.
2. Industrial – one who contributes industry, labor, skill or service.
3. Capitalist-Industrial – one who contributes money, property and industry
b. According to Liability
1. General – one whose liability to third persons extends to his private property
2. Limited – one whose liability to third persons is limited only to the extent of his
capital contribution to the partnership.
c. According to Participation
1. Nominal – a partner in name only.
2. Secret – one who takes active part in the business but whose connection with the
partnership is concealed or unknown to the public.
3. Silent – one who does not participate actively in the management of partnership
affairs.
4. Managing Partner – one who manages actively the business of the partnership
The written agreement among the partners governs the formation, operation and dissolution
of the partnership and is required to be registered with SEC. It contains the following
information:
1. The name of the partnership;
2. The names, addresses of the partners, classes of partners stating whether the partner
is a general or a limited partner;
3. The effective date of the contract;
4. The purpose and principal place of business of the business;
5. The capital of the partnership stating the contributions of each of the partners;
6. The rights and duties of each of the partners;
7. The manner of dividing profit or loss among the partners;
8. The conditions under which the partners may withdraw money or other assets;
9. The manner of keeping the books of accounts;
10. The causes for dissolution and the provision for arbitration in settling disputes.
General Guidelines
1. Cash investments are recorded using their face values.
2. Non-cash asset investment is recorded at the current fair value of the property at
the time of investment. Independent professional appraisals should be made to
determine the fair value. Fair market value is the amount to be obtained when the
asset is sold at the present time in its present condition.
3. Accounts receivable are recorded in the books of the partnership at gross amount.
Allowance for bad debts is carried forward to the partnership.
4. Depreciable property assets are recorded in the books of the partnership at
carrying value. Accumulated depreciation is not carried forward to the partnership.
5. When a sole proprietorship is converted into a partnership, the following books may
be used:
a. Books of the sole proprietorship may be used as books of the partnership.
b. Books of the sole proprietorship will be closed and a new set of books will
be used for the partnership.
EXAMPLES
A. Formation for the first time
Journal Entries
Cash 200,000
Matthew, Capital 200,000
To record Matthew’s investment
Cash 200,000
Merchandise Inventory 70,000
Land 100,000
Building 500,000
Furniture & Equipment 30,000
Luke, Capital 900,000
To record Luke’s investment
Cash 200,000
Merchandise Inventory 70,000
Mark, Capital 270,000
To record Mark’s investment
Industrial Partner
Memo Entry: John is admitted into the partnership as an industrial partner to share 10% in the
partnership profit.
Adjustment
Equipment 20,000
Proprietor Capital 20,000
To revalue the equipment.
Adjustment
Proprietor Capital 20,000
Equipment 20,000
To revalue the equipment.
2. Adjustment of all assets without contra account are debited/credited to the related
contra account with corresponding debit/credit to proprietor’s account.
Example
a. Equipment per ledger P 140,000
Accumulated Depreciation per ledger 10,000
Agreed Valuation 120,000
Adjustment
Proprietor capital 10,000
Accumulated Depreciation-Equipment 10,000
To revalue the equipment.
Adjustment
Accumulated Depreciation-Equipment 10,000
Proprietor capital 10,000
To revalue the equipment.
Adjustment
Proprietor capital 20,000
Allowance for Doubtful Account 20,000
To decrease the realizable value of accounts receivable
Adjustment
Allowance for Doubtful Account 10,000
Proprietor capital 10,000
To increase the realizable value of accounts receivable
SAMPLE PROBLEM:
Nadine, a sole proprietor invited Mark and Lark to form a trading partnership. Nadine will
invest her existing business while Mark and Lark will both invest cash and non-cash assets.
The Statement of Financial Position of Nadine Trading on September 15, 2010 showed
the following:
Cash 50,000
Accounts Receivable 220,000
Allowance for Bad Debts 15,000
Merchandise Inventory 575,000
Office Equipment 150,000
Accumulated Depreciation-Office Equipment 50,000
Furniture and Fixture 100,000
Accounts Payable 60,000
Notes Payable 270,000
Nadine, Capital 700,000
The partners agreed that the following adjustments be made in the books of Nadine:
Merchandise Inventory is to be recorded at its fair value of P550,000.
10% of the Accounts Receivable is estimated to be uncollectible.
The office equipment was estimated to have remaining value of P110,000
The market value of the furniture amount to P120,000.
Accrued interest on notes of P13,500 should be set up.
Required: 1. Adjust and close the books of Nadine
2. Open the books of the partnership
3. Prepare a statement of financial position
1. ADJUSTMENTS/REVALUATION OF ASSETS
a. Adjustment: Merchandise Inventory is to be recorded at its fair value of P550,000.
Adjusting Entry:
Nadine, Capital 25,000
Merchandise Inventory 25,000
To revalue the merchandise inventory.
b. Adjustment: 10% of the Accounts Receivable is estimated to be uncollectible.
Adjusting Entry:
Nadine, Capital 7,000
Allowance for Bad Debts 7,000
To adjust bad debts allowance
c. Adjustment: The office equipment was estimated to have remaining value of P110,000
Adjusting Entry:
Accumulated Depreciation 10,000
Nadine, Capital 10,000
To revalue the office equipment
d. Adjustment: The market value of the furniture amount to P120,000.
Adjusting Entry:
Furniture and Fixtures 20,000
Nadine Capital 20,000
To revalue the furniture
e. Adjustment: Accrued interest on notes of P13,500 should be set up.
Adjusting Entry:
Nadine, Capital 13,500
Interest Payable 13,500
To record accrued interest.
Cash 100,000
Land 100,000
Building 700,000
Lark, Capital 900,000
To record Lark’s investment
LMN Partnership
Statement of Financial Position
September 15,2012
Assets
Note
Current Assets
Cash P250,000
Trade and Other Receivables 1 198,000
Merchandise Inventory 650,000
P1,098,000
Non-Current Assets
Property, Plant and Equipment 2
1,030,000
Total Assets
P2,128,000
Partners’ Equity
Lark, Capital P 900,000
Mark, Capital 200,000
Nadine Capital 684,500
1,784,500
Total Liabilities and Partners’ Equity P
2,128,000
Note: Debit the asset account using its fair value; credit the liability account using the loan
balance to be
assumed by the partnership; and credit the capital account of the partner using the net
amount.
Service or Memo Entry
Industry Mr. X is admitted as an industrial partner with a ____
share in profits.
Notes:
1. Accounts receivable is taken at gross amount; allowance for bad debts is carried over in
the books of the partnership.
2. Depreciable property assets are recorded at carrying value; accumulated depreciation is
not carried over in the books of the partnership.
25 Land 200,000
Bob, Capital 200,000
To record Bob’s investment.
2. Jowie is operating an ice cream parlor. She admits Gloria as a partner in her business. Accounts
in the ledgers of
Jowie’s business as of December 31, 2015 show the following balances:
Cash P 6,000
Accounts receivable 120,000
Merchandise Inventory 180,000
Office equipment 30,000
Accumulated depreciation 10,000
Total assets P326,000
I. BOOKS OF JOWIE
A. Adjusting Entries/Revaluation of Assets
Dec Jowie, Capital 2,400
31
Allowance for Doubtful Accounts 2400
To set up 2% doubtful accounts.
B. Closing entries
Dec Allowance for doubtful accounts 2,400
31
Accumulated depreciation 3,000
Accounts payable 32,000
Notes payable 30,000
Accrued expenses 4,000
Jowie, Capital 293,100
Cash 6,000
Accounts receivable 120,000
Merchandise Inventory 202,000
Prepaid expenses 6,500
Office equipment 30,000
To close Jowie’s books.
Note: *Equipment was recorded in the books of the partnership at carrying value.
**Computation of Gloria’s capital:
Total Partners’ Equity (293,100/ P439,650
2/3)
X Gloria’ interest 1/3
Gloria’s cash investment P146,550
ASSETS
Current Assets:
Cash 152,550
Trade and other receivables 117,600
Merchandise Inventory 202,000
Prepaid expenses 6,500
478,650
Non-Current Assets
Property, Plant and Equipment
27,000
TOTAL ASSETS
505,650
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities
Trade and other payables
66,000
Partners’ Equity
Jowie, Capital 293,100
Gloria, Capital 146,550
439,650
TOTAL LIABILITIES AND PARTNERS’ EQUITY
505,650