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Partnership
DEFINITION
o A contract whereby two or more persons bind themselves to contribute money, property, or
industry into a common fund with the intention of dividing profit among themselves.
o Partnership should comply with legal requirements (Partnership Law) and partnership
agreement.
Relative lack of regulation by the gov’t as A partnership (other than general professional
compared to corporation partnership - GPP) is taxed like a corporation
CHARACTERISTICS OF A PARTNERSHIP
1. Easy to form - it requires less formality compared to corporation
2. Separate legal personality - it has a juridical personality separate and distinct from the
partners. The partnership can make a transaction in its name.
3. Mutual agency - the partners are agents of the partnership and may legally bind the
partnership to a contract or agreement for the purpose of its business.
I. FORMATION
DEFINITION
o Accounting for initial investment to the partnership.
o A contract of partnership is consensual, which may be created by agreements of the partners
which may be constituted in any form (orally or written).
However, Article 1771 and 1772 of the Philippines Civil Code requires that a partnership
agreement must be made in a public instrument and recorded in SEC when:
● Immovable property or real rights are contributed to the partnership, or
● The partnership has a capital of 3,000 pesos or more.
o Article 1773 of the Civil Code further requires that an inventory of any immovable property
should be made, signed by the parties, and attached to the public instrument. Otherwise, the
partnership shall be deemed VOID.
o A partnership’s legal existence begins from the moment the contract is executed unless it is
otherwise stipulated.
Note:
- net contribution is the FV of contribution less any liabilities assumed by the partnership.
-no contribution shall be valued at an amount that exceeds the contribution’s recoverable amount.
- net asset contribution will only be equal to capital credit if there is ownership or capital percentage
SHORTCUT FORMULA:
Capital accounts
o Partnership accounting is the same as accounting for a proprietorship except that each
partner has his or her own capital and drawing account. The fundamental accounting
equation (Assets = Liabilities + Owner’s Equity) remains unchanged except that total
owners’ equity is the sum of the partners’ capital accounts. These accounts are equity and are
used to record transactions.
Drawing accounts
o The drawing account is a nominal account that is closed to the related capital account at the
end of the period. This account is a contra equity account and has a normal debit balance.
Example:
X Y
Cash P 100,000 -
Inventory 80,000 -
Land - 50,000
Building - 120,000
X, Capital 170,000
Y, Capital 170,000
Additional information:
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Requirement: compute for the adjusted balances of the partners’ capital accounts.
Normal Solution:
X Y PARTNERSHIP
Shortcut:
X Y
A/R (20,000)
Discount 15,000
Note: When using the shortcut method, focus on the additional information. That is to adjust the
original capital balances of the partners with the adjustments needed found on the additional
information, as you keep in mind the ‘shortcut formula’.
BONUS METHOD
(*The problem is silent)
A partner’s capital balance is normally credited for the FV of his net contribution to the
partnership.
BONUS - If the capital balance is credited for an amount greater than or less than the fair
value of his net contribution.
Under the bonus method, any increase (or decrease) in the capital credit of a partner is
deducted from (or added to) the capital credits of the other partner.
The total partnership capital remains equal to the FV of the partners’ net contribution to the
partnership.
Solution:
P 300,000 P 300,000
A received a bonus. The bonus given to A, ie. P 15,000 (P180,000 capital credit - P160,000
actual contribution) is treated as a reduction to the capital credit of Y.
After applying the bonus method, the total capital of the partnership is still equal to the fair
value of the partnership contribution. Only the amounts credited to the partners’ capital accounts
have varied.
INVESTMENTS/ WITHDRAWAL
EXAMPLE:
A and B agreed to form a partnership. The partnership agreements stipulate the ff:
Requirement: which partner should provide additional investments (or withdraw part of his
investment) to bring the partners’ capital credits equal to their respective interests in the equity of
the partnership?
Solution:
Agreed initial capital 140,000
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A B Totals
II: OPERATION
DEFINITION
o The main concern of partnership operations is the allocation of the profit and losses to the
partners.
o Partners share in partnership profits or losses in accordance with their partnership agreement.
o Art 1797 of the Philippine Civil Code Provide the ff: additional rules for profit or loss
sharing of partners:
⮚ If the share on profits has been agreed upon by the partners, the share for losses shall be in
the same proportion
⮚ In the absence of the stipulation, the share of each partner in the profit or loss shall be in
proportion to what they have contributed, but an industrial partner shall not be liable for
losses.
The IMPORTANT RULES you need to remember when solving problems that involve the
allocation of profits and losses to partners:
a. If the profit-sharing ratio is not given, the following hierarchy shall apply:
i. Use the ORIGINAL capital ratio to allocate profits.
ii. In the absence of letter (a), use the BEGINNING capital ratio.
iii. In the absence of (a) and (b), allocate profits equally.
b. If the loss ratio is not given, then it is assumed to be equal to the profit-sharing ratio.
c. Temporary, regular and year-end drawings should not be considered when computing
for average capital using the peso-time approach.
d. The profit or loss sharing ratio may not be equal to the percentage interests of the partners in
the partnership. However, when the problem is silent, the interest of a partner in the
partnership and his/her profit or loss ratio are equal.
e. Bonuses are not given when the partnership incurs a net loss. All other allocation bases
may be given even if there is a net loss or there is “negative allocation” due to insufficient
profit.
f. When the profit or loss sharing agreement involves multiple allocations, profit or loss is
allocated in the order it is stated in the problem (e.g. salaries first, then interest, then
bonuses, and so on…)
g. When the phrase “To the extent of the profit” or “as far as the profit is available” is used in
the problem, the allocation bases are used only to the extent of the profit (i.e. no negative
allocation should occur). This is most relevant when multiple allocation bases are used. For
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instance, if the profit or loss agreement involves allocation of salaries and bonuses, but profit
is only enough for salaries, then bonus is no longer given.
EXAMPLE:
1.) JJ and KK are partners who share profit and losses in the ratio 60%:40%, respectively. JJ’s
salary is P60,000 and P30,000 for KK. The partners are also paid interest on their average
capital balances. In 2015, JJ received P30,000of interest and KK, P12,000. The profit and
loss allocation is determined after deductions for the salary and interest payments. Iff KK’s
share in the residual income (income after deducting salaries and interest) was P60,000 in
2015, what was the total partnership income?
SOLUTION:
JJ KK TOTAL
Salary P 60,000 P30,000 P90,000
Interest 30,000 12,000 42,000
Balance or Residual Profit 60,000 150,000
P 282,000
2.) The partnership agreement of XX, YY & ZZ provides for the year-end allocation of ndet
income in the following order:
● First, XX is to receive 10% of net income up to P200,000 and 20% over P200,00
● Second, YY and ZZ each are to receive 5% of the remaining income over P300,000
● The Balance of income is to be allocated equally among the three partners
The partnership’s 2011 net income was P500,000 before any allocations to partners. What
amount should be allocated to XX?
XX YY ZZ TOTAL
XX first P200,000 x 10% …………. P20,000 P
20,000
Over P200,000: (500,000-
P200,000)x 20%............................ 60,000
60,000
YY and ZZ: 5% of remaining income
Over P300,000: (P500k-P200k-P60k
-P300k) x 5%...................................... P 6,000 P6,000 12,000
Balance: Allocate equally……………… 136,000 136,000 136,000 408,000
P216,000 P142,000 P142,000 P500,000
III. Dissolution
DEFINITION
o Dissolution is the change in relation of the partners caused by any partner being
disassociated from the business.
1. Admission of a partner
o Purchase of interest
This is a personal transaction between and among the partners. As such, any consideration
paid or received is not recorded in the partnership books. A transfer within equity is the only
entry made in the books.
Illustrations:
On October1, 20x1, C was admitted to the partnership when he purchased a proportionate
interest from A and B representing 20% interest in the net assets and profits of the firm for
100,000. The net assets of the firm as of this date approximate their fair values.
Journal Entry
October 1, A, Capital (400k x 20% x 40%) 32,000
20x1 B, Capital (400k x 20% x 60%) 48,000
C, Capital (400k x 20%) 80, 000
to record the admission of C to the
partnership
Total
Consideration received
(100k x 40%); (100 x 60%) 40,000 60,000
100,000
Amount debited to capital account (32,000) (48,000)
(80,000)
Personal gain (loss) 8,000 12,000
20,000
Revaluation of assets
When a partnership is dissolved a new partnership is created. The assets and liabilities are
then carried over to the new partnership, they will be restated to fair values.
Illustrations:
The capital account balances of the partners in ABC Partnership on July 1, 20x1 before any
necessary adjustments are as follows;
Capital Accounts
A, Capital (20%) 150,000
B, Capital (30%) 250,000
C, Capital (50%) 100,000
Total 500,000
Journal Entry: To adjust the capital balances of the partners on C’s withdrawal date.
July 1, 20x1 Income Summary 900, 000
A, 180, 000
Capital 270, 000
B, 450, 000
Capital
C,
Capital
Notes:
⮚ The settlement amount (P620, 000) paid by the remaining partners to C is not recorded in
the books.
⮚ The capital balance of C is allocated to the purchasing partners using their relative old
profit or loss ratio.
⮚ The adjusted total capital of the partnership remains the same before and after the
withdrawal of C.
Case 2: Purchase of interest by partnership
C retires on July 1, 20x1. It was agreed that C shall receive P620, 000 cash from the partnership
in settlement of his interest.
July 1, 2ox1 C, Capital 550, 000
A, Capital (620k-550k) x 28,000
20%/50% 42, 000
B ,Capital (620k-550k x 620, 000
30%/50%
Cash
⮚ The retirement of C resulted to a bonus of P70, 000 (620k settlement – 550k capital
balance). The bonus is deducted from the capital balances of the remaining partners.
⮚ The payment of C is recorded in the books because the interest of C is purchased by the
partnership, rather than by the remaining partners.
A B
TOTAL
Adjusted balance- July 1, 20x1 330, 000 520, 000
850, 000
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3. Incorporation of a Partnership
When a partnership becomes a corporation the relation of the partners change, they cease to be
partners and become stockholders.
The corporation assumes any assets and liabilities of the partnership and in turn issues shares of
stocks to the partners.
On Date of Incorporation
● Partner’s capital balances are adjusted for their respective share in any p/l and revaluation
gain or loss as of date of incorporation. The adjusted capital balance may be used in
determining the number of shares to be issued.
● Books of the partnership are closed and new books are made for the corporation.
Illustrations:
On January 1, 2020 ABC Partnership shall be converted to a corporation to admit other
investors. The authorized capital is 2,000,000 which is divided into 200,000 ordinary shares with
par value of 10 per share.
Carrying Amounts Fair Values Increase
(decrease)
Cash 20,000 20,000 -
Receivables 60,000 40,000 (20,000)
Inventory 80,000 70,000 (10,000)
Equipment 540,000 670,000 130,000
Payables 50,000 50,000 -
A, Capital (20%) 150,000 N/A -
B, Capital (30%) 200,000 N/A -
C, Capital (50%) 300,000 N/A -
100,000
Adjusted balances
A(20%) B(30%) C(50%) Total
Unadjusted Balance 150,000 200,000 300,000 650,000
Share in revaluation gain 20,000 30,000 50,000 100,000
[100kx(20%;30%&50%)
]
Adjusted Balances 170,000 230,000 350,000 750,000
750,000 is the aggregate par value of the shares issued to each partner.
A B C Total
Adjusted Capital 170,000 230,000 350,000 750,000
Balance
Divide by: Par 10 10 10 10
value/share
No. of shares 17,000 23,000 35,000 75,000
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issued
Partnership books
Jan 1, 2020 Equipment 130,000
Receivables 20,000
Inventory 10,000
A, Capital 20,000
B, Capital 30,000
C, Capital 50,000
To adjust the net
assets
Corporation books
Jan 1, 2020 Cash 20,000
Receivables 40,000
Inventory 70,000
Equipment 670,000
Payables 50,000
Share Capital 750,000
IV: LIQUIDATION
DEFINITION:
o Termination of business operations or the winding up of affairs.
o It is a process by which
a. Assets are converted into cash
b. Liabilities are settled, and
c. Any remaining amount is distributed to the owners
o May be either voluntary (per agreement of partners of a solvent partnership) or involuntary
(bankruptcy).
METHODS OF LIQUIDATION
1. Lump-sum liquidation (one time or single payment)
All the non-cash assets of the partnership are sold simultaneously or within a very short period of
time. Proceeds are used to settle first all of the liabilities and the remaining amount is paid to the
partners.
Lump-sum liquidation is possible when there is a contracted buyer of all of the non-cash assets
of the partnership or the assets are sold on a “package deal” basis.
2. Installment liquidation
In most cases, it would take some time before all the assets of a business are converted into cash.
In such cases, the partners’ claims are settled on an installment basis as cash becomes available,
but only after all partnership liabilities are fully settled.
Order of Priority in the settlement of claims:
1. Outside creditors
2. Inside creditors (payable to partners)
3. Owners’ capital balances
Right of Offset – the legal right of offset allows a deficit in a partner’s capital account to be
offset by a loan payable to that partner.
Accounting Procedures when computing for the settlement of the partners' interests in case
of liquidation:
Step 1: Compute for the net proceeds. Deduct all expenses, whether paid or not, as well as any
cash retention for future costs.
Step 2: Compute for the gain or loss by comparing the net proceeds with the total carrying
amount of non-cash assets, whether sold or not.
Step 3: Allocate the gain or loss to the partners' interest. Any residual amount in a partner's
capital balance represents the settlement of his interest in the partnership.
Statement of Liquidation
Financial report that highlights the realization (receipts from asset disposals) and the liquidation
(settlement of creditors' and partners' claims) of a partnership.
Marshalling of assets
Use in case of partnership insolvency. Under this rule, only the excess of a partner's personal
assets over his personal liabilities can be used to settle partnership debt. Any capital deficiency
of an insolvent partner is absorbed by the solvent partners.
Example:
Determines which partner shall be paid first and which partner shall be paid last, after all the
liabilities are settled.
Can be prepared even prior to the sale of any asset.
The preparation requires the applications of the following concepts:
a. Unsold non-cash assets are treated as loss, and
b. Expected further liquidation costs and potential unrecorded liabilities are recognized
immediately as losses.
Additional procedure: to rank the partners in accordance to their maximum loss absorption
capacity. The partner with the highest (lowest) maximum loss absorption capacity shall be paid
first (last).
Maximum loss absorption capacity = Total partners' interest in the partnership/ Partner's
profit or loss percentage