Professional Documents
Culture Documents
Partnership Dissolution is defined as “the changes in the relation of the partner caused
by any partner ceasing to be associated in the carrying on as distinguished from the
winding up of the business.” Dissolution ends the association of partners for their original
purpose.
Accounting for a partnership is influenced by the proprietary theory, which views the
partnerships not as a distinct entity, but, rather, as a group of individual investors.
Measuring the changes in the equity of the individual partners is a major aspect of
partnership accounting.
A partner’s capital interest is a claim against the assets of the partnership as shown by
the balance in the partner’s capital account.
An interest in profit and loss determines how the partners’ capital interest will decrease
or increase as a result of subsequent operations.
A partnership is not dissolved when a partner assigns his/her interest in the partnership to
a third party, because such assignment does not itself change the relationship of the
partners.
Valuation – an Issue
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• Recognition of net revaluations
Illustration 1:
M 20,000 30%
N 30,000 50%
L, Capital 10,000
O, Capital 10,000
To record admission of O
Case 2: Purchase from all Partners. Assume the following: (1) O is admitted into the
partnership for a 50% interest in the profits and losses of the partnership; (2) the old
partners are to retain their original capital and profit sharing – sharing relationships to
each other and are to transfer sufficient amount of their own capital accounts to O in
order to accomplish admission as planned. If O agreed to pay total of Php50,000 to the
Old partners, the necessary entry is:
L Capital 10,000
M Capital 10,000
N Capital 15,000
O Capital 35,000
To record admission of O to the partnership with 50% interest in P&L.
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Distribution of the Php50,000 cash paid by O:
L M N Total
Alternative Method. The net assets of the partnership may be revalued when the
purchase of interest from all partners is for an amount more than the interest acquired.
Implied value of the partnership (Php50,000/50%) Php100,000 BV of the partnership
(total capital) 70,000 Undervaluation of identifiable asset (goodwill) Php 30,000
L Capital 13,000
M Capital 14,500
N Capital 22,500
O Capital 50,000
To record admission of O
Illustration 2:
F 60,000 70%
G 40,000 30%
Total 100,000 100%
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The entry to record the transaction:
F, Capital 20,000
H, Capital 20,000
To record admission of H
Assumption 2. Purchase at More than Book Value. H purchased ¼ of F’s interest for
Ph18,000 and ¼ of G’s interest for 12,000, making payment directly to F and G. The new
partner will have a ¼ profit and loss ratio and the old partners continue to use their old
profit and loss ratio.
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Alternative 1. Book Value Approach.
Amount Paid (Php18,000+Php12,000) Php 30,000
Less: BV of interest acquired (Php100,000 x ¼ ) Php 25,000
Excess (Gain of F & G – personal in nature) Php5,000
The partnership does not record the gain because it does not benefit from
Computed as follows:
Amount Paid (Php18,000+Php12,000) Php 30,000 / ¼ Php120,000 (100%) Less: BV of
interest acquired (Php100,000 x ¼ ) Php 25,000 Php100,000 (100%) Excess Php 5,000
Divided by Interest Acquired ( ¼ ) ¼
Revaluation of Asset Php 20,000 Php20,000 (100%)
F Capital [(60,000+14,000) x ¼ )] Php18,500
G Capital [(40,000+6,000) x ¼ )] Php11,500
H Capital Php 30,000
52.50%
22.50%
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Comparison of BV and Revaluation Approach
The BV and Revaluation approach will yield the same result if the two conditions are
met:
1. The new partner’s P&L ratio must be equal to his/her capital interest. 2. The old
partners continue to share profits and losses between themselves in the original
ratio.
The BV and Revaluation approach would not yield the same result if the incoming
partner’s share in P&L is not identical in the percentage allowed in the capital interest.
Therefore, the selection process for the new partner should be as follows:
1. Prefer the BV (Bonus) Approach IF, P&L Interest is > Capital Interest. 2. Prefer the
Revaluation (Goodwill) Approach IF, P&L Interest is < Capital Interest.
Case 1. The new partner’s contributed capital = the new partner’s proportion
in the agreed capital.
Case 2. The new partner’s contributed capital > the new partner’s proportion
in the agreed capital.
Case 2. The new partner’s contributed capital < the new partner’s proportion
in the agreed capital.
Steps:
Agreed Capital = Prior Capital of Old Partners + Investment of the New Partner x
Percentage of Capital to New Partner
2. Compare the new partner’s contributed capital with his/her agreed capital
to determine the procedures to be followed in accounting of his/her
admission.
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Illustration 1.
A Php200,000 60%
B 100,000 40%
Total Php300,000 100%
Journal Entry:
Cash 100,000
C Capital 100,000
To record admission of C for ¼ interest upon investment of Php100,000
Old New New Total New
Partners’ Partner’s Partner’s resulting Partner’s
Capital Investment Agreed Capital Share of
Capital Total
Resulting
Capital
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Case 2.1 Revaluation of Assets Approach. Assume that C paid Php7,500 excess over
proportionate book value because the partnership owns land with a book value of
Php40,000 but has a market value of Php70,000. Before recording the admission of C,
the land should be revalued:
Land 30,000
A Capital 18,000
B Capital 12,000
To revalue partnership land to market value.
Cash 110,000
C Capital 110,000
To record admission of C for ¼ capital interest in ABC Partnership.
In order to have goodwill to old partners, total resulting capital (agreed capital) should
be more than the total contributed capital.
Goodwill 30,000
A Capital 18,000
B Capital 12,000
To record unrecognized goodwill
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Cash 110,000
C Capital 110,000
To record admission of C for ¼ capital interest in ABC Partnership.
Case 2.3 Bonus Approach. Under this method, portion of the investment of the new
partner is transferred to old partners to align the capital balances properly at the time
of admission.
Investment in Partnership Php110,000 New Partner’s agreed capital (Php300,000 +
Php110,000) x 25% Php102,500 Bonus to Old Partners Php 7,500
Journal Entry:
Cash 110,000
A Capital (7,500 x 60%) 4,500
B Capital (7,500 x 40%) 3,000
C Capital 102,500
To record admission of C with bonus to A and B
Summary:
Old New New Total New
Partners’ Partner’s Partner’s resulting Partner’s
Capital Investment Agreed Capital Share of
Capital Total
Resulting
Capital (25%)
Case 3.1 Revaluation of Assets Approach. Assume that the inventory of the partnership
with a book value of Php140,000 has a fair market value of Php80,000 because some
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items are obsolete. Before recording the admission of C, the inventory should be
revalued at its fair value:
After inventory write-down, C’s contributed capital is equal to the agreed capital
(Php320,000 x ¼ = Php80,000). Journal Entry:
Cash 80,000
C Capital 80,000
To record admission of C for ¼ capital interest in ABC Partnership.
The amount of goodwill brought in by the new partner may be estimated from the
amount of the total capital being retained by the old partners.
Cash 80,000
Goodwill 20,000
C Capital 100,000
To record admission of C for ¼ capital interest in ABC Partnership.
Note: Use new partner’s investment to estimate goodwill to old partners, use old partners’ total
capital to estimate goodwill to new partner.
Case 3.3 Bonus Approach. C’s investment of only Php80,000 for a ¼ interest maybe
accounted by recognizing bonus from old partners.
Investment in Partnership Php 80,000 New Partner’s agreed capital (Php300,000 +
Php 80,000) x 25% Php 95,000 Bonus to New Partner Php 15,000
Journal Entry:
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Cash 80,000
A Capital (15,000 x 60%) 9,000
B Capital (15,000 x 40%) 6,000
C Capital 95,000
To record admission of C
Summary:
Old New New Total New
Partners’ Partner’s Partner’s resulting Partner’s
Capital Investment Agreed Capital Share of
Capital Total
Resulting
Capital (25%)
The percentages represent the partners’ P&L ratio. The partners agreed to admit O in
the partnership.
Case 1. Bonus to New Partner. O invests Php10,000 for a 35% interest in the firm. The total
agreed capital (TAC) after admission is Php40,000.
a. Total contributed capital (TCC) is equal to total agreed capital (TAC), so no
revaluation (goodwill) should be recognized as follows:
TAC (given) Php40,000 Less: TCC (20,000+10,000+10,000) Php40,000
Difference 0
b. The new partner’s TCC is less than the agreed capital, the difference is
attributable to bonus to new partner:
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O Contributed Capital Php10,000 O Agreed Capital (Php40,000 x 35%)
Php14,000 Difference (Bonus to New Partner) Php4,000
Entry to record:
Cash 10,000
M Capital (4,000x60%) 2,400
N Capital (4,000x40%) 1,600
O Capital 14,000
To record admission of O
Case 2. Revaluation (Goodwill) to New Partner. O invests Php10,000 for q 1/3 interest in
the firm and is allowed a credit pf Php15,000 for his capital.
a. Total contributed capital (TCC) is less than the total agreed capital (TAC), so
revaluation (goodwill) should be recognized as follows:
TAC (Php15,000/ 1/3) Php45,000 Less: TCC (20,000+10,000+10,000)
Php40,000 Difference (revaluation/goodwill) Php 5,000
b. The new partner’s contributed capital is less than the agreed capital, the
difference of Php5,000 is attributable to revaluation (goodwill) to new partner:
O Contributed Capital Php10,000 O Agreed Capital Php 15,000 Difference
(Revaluation/Goodwill) to New Partner) Php 5,000
Entry to record:
Cash 10,000
Asset (goodwill) 5,000
O Capital 15,000
To record admission of O
Case 3. Bonus to Old Partner. O conveyed tangible asset with a fair value of Php25,000
with an assumed mortgage of Ph5,000 in exchange for a 30% interest in capital with
bonus to be recognized, keeping in mind that O would be acquiring a ¼ interest in
profits. Before admission of O, MN partnership had an equipment of Php 4,000 with a
fair value of Php7,000.
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a. Total contributed capital (TCC) is equal to the total agreed capital (TAC), so no
revaluation (goodwill) should be recognized as follows:
TAC (should be equal to TCC since it’s bonus method) Php50,000 Less: TCC
(20,000+10,000+(25,000-5,000)) Php50,000 Difference Php 0
b. The new partner’s TCC is greater than his agreed capital, the difference of
Php5,000 is attributable to bonus to old partners:
O Contributed Capital Php20,000 O Agreed Capital Php15,000 Difference
(Bonus to Old Partners) Php 5,000
Entry to record:
Case 4. Bonus and Revaluation (Goodwill) to New Partner. O invests Php10,000 for a 45%
interest in the firm. The total agreed capital after admission is Php50,000.
a. Total contributed capital (TCC) is less than the total agreed capital (TAC), so
revaluation (goodwill) should be recognized as follows:
TAC Php50,000 Less: TCC (20,000+10,000+10,000) Php40,000 Difference
(revaluation/goodwill) Php10,000
b. The new partner’s TCC is less than the agreed capital, the difference of Php12,500
is composed of revaluation of Php10,000 in (a) above and the balance
attributable to bonus to new partner:
O Contributed Capital Php10,000 O Agreed Capital (Php50,000x45%)
Php22,500
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Difference (Total Bonus & Revaluation) Php12,500 Less: Revaluation (Goodwill)
to a partner (Php10,000) Bonus to New Partner Php 2,500
Entry to record:
Cash 10,000
Asset (Goodwill) 10,000
M Capital (2,500x60%) 1,500
N Capital (2,500x40%) 1,000
O Capital 22,500
To record admission of O
Case 5. Bonus and Revaluation (Goodwill) to Old Partners. O invests Php15,000 for a 20%
interest in the firm. The total agreed capital after admission is Php60,000.
a. Total contributed capital (TCC) is less than the total agreed capital (TAC), so
revaluation (goodwill) should be recognized as follows:
TAC Php60,000 Less: TCC (20,000+10,000+15,000) Php45,000 Difference
(revaluation/goodwill) Php15,000
b. The new partner’s TCC is greater than the agreed capital, the difference of
Php3,000 is bonus to old partners since there is already a revaluation indicated in
(a) above:
O Contributed Capital Php15,000 O Agreed Capital (Php60,000x20%)
Php12,000 Difference (Bonus to old Partners) Php 3,000 Less: Revaluation
(Goodwill) to old partners Php15,000 Total Bonus & Revaluation to Old
Partners Php18,000
Entry to record:
Cash 15,000
Asset (Goodwill) 15,000
M Capital (18,000x60%) 10,800
N Capital (18,000x40%) 7,200
O Capital 12,000
To record admission of O
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III. Withdrawal of a Partner
The interest of the retiring partner is usually measured by his capital balance,
increased or decreased by his share in the following adjustments:
1. Profit or loss from partnership operations from the last closing date to the date
of his/her retirement.
2. Changes in the valuation of all assets and liabilities (book values to fair values).
Illustration 1
On January 2, 2016, the capital balances and P&L ratio of B, C, and D are as follows:
Partners Capital balances P&L Ratio
B Php10,000 50%
C Php15,000 30%
D Php20,000 20%
On April 30, 2016, B withdraws from the partnership. The net income of the partnership
for 4 months ended April 30, 2016 is Php14,000. It is agreed that the inventory costing
Php5,000 has a market value of Php7,000 on April 30, 2016.
Inventory 2,000
B Capital 1,000
C Capital 600
D Capital 400
To adjust the inventory.
B Capital 18,000
Cash 18,000
To record settlement to B equal to his adjusted capital balance.
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Case 2. Settlement more than withdrawing partner’s interest. Assume that B is paid
Php19,500 for his withdrawal, entries are:
c. Bonus Method
B Capital 18,000
C Capital (3/5x1,500) 900
D Capital (2/5x1,500) 600
Cash 19,500
Case 3. Settlement less than withdrawing partner’s interest. Assume that B is paid
Php17,000 for his withdrawal, entries are:
B Capital 18,000
Cash 17,000
Identifiable Asset 1,000
B Capital 18,000
Cash 17,000
C Capital 600
D Capital 400
To record retirement of B and to divide resulting bonus between C and D in the ratio of 3:2.
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Illustration 2.
On May 1, N retires from the partnership. The net income of the partnership to date of
retirement amounted to Php20,000. The partnership paid cash to the retiring partner
also on the retirement date.
The following entries are necessary on the partnership books before paying the interest
of the retiring partner:
N Capital 5,000
Loan Receivable – N 5,000
To close Loan Rec. account of the retiring partner
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Assumption 1. Bonus to retiring Partner. The excess is considered chargeable to O and P.
Entry would be:
N Capital 31,000
O Capital (4,000x5/7) 2,857
P Capital (4,000x2/7) 1,143
Cash 35,000
To record retirement of N
Assuming the same data, except that by mutual agreement, the inventory is to be
adjusted to its fair value. The undervalued asset should be adjusted first, before
settlement. Entries would be:
Inventory 4,000
N Capital (4,000x 30%) 1,200
O Capital (4,000x 50%) 2,000
P Capital (4,000x 20%) 800
To increase value of inventory.
N Capital 32,200
O Capital (2,800x5/7) 2,000
P Capital (2,800x2/7) 800
Cash 35,000
To record retirement of N
Amount Paid Php35,000 Less: BV of N’s total interest
(Php31,000+Php1,200) Php32,200 Bonus to retiring partner Php
2,800
Assumption 2. Partial Revaluation (Goodwill) to Retiring Partner. The excess is considered
as revaluation (goodwill) to be recognized. Entries would be:
Inventory 4,000
N Capital (4,000x 30%) 1,200
O Capital (4,000x 50%) 2,000
P Capital (4,000x 20%) 800
To increase value of inventory.
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N Capital 32,200
Assets (Goodwill) 2,800
Cash 35,000
To record retirement of N
Amount Paid Php35,000 Less: BV of N’s total interest
(Php31,000+Php1,200) Php32,200 Goodwill to retiring partner
Php 2,800
Inventory 4,000
N Capital (4,000x 30%) 1,200
O Capital (4,000x 50%) 2,000
P Capital (4,000x 20%) 800
To increase value of inventory.
N Capital 35,000
Cash 35,000
To record retirement of N
Case 2. Settlement price < the retiring partner’s interest. Partnership paid N Php26,000.
N Capital 31,000
O Capital (5,000x5/7) 3,571
P Capital (5,000x2/7) 1,429
Cash 26,000
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To record retirement of N
Amount Paid Php26,000 Less: BV of N’s total interest Php31,000
Bonus to remaining partners Php5,000
N Capital 31,000
Specific Assets 5,000
Cash 26,000
To record retirement of N
Amount Paid Php26,000 Less: BV of N’s total interest Php31,000
Write-down of assets (Php 5,000)
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Divided by: P&L interest of N 30% Total Revaluation Php16,667
N Capital 26,000
Cash 26,000
To record retirement of N
In the event of the death of a partner, the estate of the deceased partner is
entitled to receive the amount of his interest, in the partnership at the date of his
death. The deceased partner’s capital is adjusted using his P&L share
percentage for changes in asset values arising from revaluation of assets, and
for the profit from the date the books were last closed.
V. Incorporation of a Partnership
Illustration 1. R and C partnership who shares in profits with a ratio of 80% and 20%
respectively, organized, RC Corporation. RC Corporation is authorized to issue 10,000
shares, Php20 par value capital stock, of which 5,500 shares are issued to the partners at
Php30 in accordance with their adjusted capital accounts. RC Corporation also issued
1,000 shares for cash to the other incorporators at P30/share.
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R C Partnership
Statement of Financial Position
June 30, 2016
Assets
Cash Php 24,000 Accounts Receivable Php56,200
Less: Allowance for Doubtful Accounts (Ph1,200) 55,000 Inventories 51,000
Equipment Php 120,000
Less: Accum. Dep’n. (Ph 52,000) 68,000 Total Assets Php198,000
Equity
R Capital Php 95,980
C Capital Php 32,020 Php128,000 Total Liabilities and Capital Php198,000
Inventories 9,000
Equipment 20,000
Goodwill 20,000
Allowance for Doubtful Accounts 800
Accum. Depreciation 9,000
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Accrued Expenses 2,200
R Capital 29,600
C Capital 7,400
To adjust assets and Liabilities to agreed amounts and divide the net adjustment between the
partners.
R Capital 125,580
C Capital 39,420
Capital Stock 110,000
Paid in Capital in Excess of Par 55,000
To record issuance of 5,500 Php20 shares to partners at Php30.share
Php165,000 / 5,500:
R : Php125,580/Php30 = 4,186 shares
C : Php 39,420/Php30 = 1,314 shares
Inventories 9,000
Equipment 20,000
Goodwill 20,000
Allowance for Doubtful Accounts 800
Accum. Depreciation 9,000
Accrued Expenses 2,200
R Capital 29,600
C Capital 7,400
To adjust assets and Liabilities to agreed amounts and divide the net adjustment between the
partners.
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To record transfer of assets and liabilities to RC Corp.
R Capital 125,580
C Capital 39,420
Stocks of RC Corp. 165,000
To record issuance of 5,500 Php20 shares to partners at Php30/share
Php165,000 / 5,500:
R : Php125,580/Php30 = 4,186 shares
C : Php 39,420/Php30 = 1,314 shares
Cash 24,000
Accounts Receivable 56,200
Inventories 60,000
Equipment (Net) 79,000
Goodwill 20,000
Allowance for Doubtful Accounts 2,000
Notes Payable 40,000 Accounts Payable
30,000 Accrued Expenses 2,200
Capital Stock 110,000 Paid in Capital in excess of PAR 55,000
To record the acquisition of assets and Liabilities from the partnership
Cash 30,000
Capital Stock 20,000 Paid in Capital in excess
of PAR 10,000 To record issuance of 1,000 shares at
Php30/share
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R C Corporation
Statement of Financial Position
June 30, 2016
Assets
Cash Php 54,000 Accounts Receivable Php56,200
Less: Allowance for Doubtful Accounts (Ph2,000) 54,200 Inventories 60,000
Equipment 79,000 Goodwill 20,000 Total Assets Php267,200
Stockholders’ Equity
Capital Stock, Php10 par value, authorized 10,000 shares,
Issued and outstanding, 7,500 shares Php 130,000
Paid in Capital in Excess of par 65,000 Php195,000 Total Liabilities and Stockholders’
Equity Php267,200
Illustration 2. Assume that J and K of JK Partnership, with P&L ratio of 4:1, organize JK
Corporation to take over the net assets of the partnership.
JK Partnership
Statement of Financial Position
June 30, 2019
Assets
Cash Php 12,000 Accounts Receivable Php28,100
Less: Allowance for Doubtful Accounts (Ph600) 27,500 Inventories (FIFO cost)
25,500 Equipment Php 60,000
Less: Accum. Dep’n. (Ph26,000) 34,000 Total Assets Php 99,000
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Partners’ Capital
J Capital Php47,990
K Capital Php 16,010 Php 64,000 Total Liabilities and Partners’ Capital Php
99,000
The partners agree that the following adjustments are required to restate the net assets
of the partnership to their current fair value.
• Increase the allowance for doubtful accounts to Php1,000
• Increase the cost of inventories to its current replacement cost of Php30,000 •
Increase the equipment to its reproduction cost of Php70,000 less the accum. dep’n
on this basis, Php30,500; that is to its current fair value Php39,500. • Recognize
accrued expenses of Php1,100.
• Recognize goodwill of Php10,000
JK Corp is authorized to issue 10,000 shares of Php10 par value common stock. It issues
7,500 shares of common stock at Php11/share to the partnership in exchange of the net
assets of the partnership. The 7,500 shares will be divided between the partners on the
basis of the adjusted balances of their capital accounts.
Entries in the Books of the New Corporation using the Partnership Books:
Inventories 4,500
Equipment 10,000
Goodwill 10,000
Allowance for Doubtful Accounts 400
Accum. Depreciation 4,500
Accrued Expenses 1,100
R Capital 14,800
C Capital 3,700
To adjust assets and Liabilities to agreed amounts and divide the net adjustment between the
partners.
J Capital 62,790
K Capital 19,710
Capital Stock 75,000
Paid in Capital in Excess of Par 7,500
To record issuance of 7,500 Php10 shares to partners at Php11/share
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Distribution:
J : Php62,790/Php11 = 5,708 shares
K : Php 19,710/Php11 = 1,792 shares
7,500 shares
Inventories 4,500
Equipment 10,000
Goodwill 10,000
Allowance for Doubtful Accounts 400
Accum. Depreciation 4,500
Accrued Expenses 1,100
R Capital 14,800
C Capital 3,700
To adjust assets and Liabilities to agreed amounts and divide the net adjustment between the
partners.
J Capital 62,790
K Capital 19,710
Common Stock of JK Corp 82,500
To record distribution of JK Corp Common stock to partners
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Distribution:
J : Php62,790/Php11 = 5,708 shares
K : Php 19,710/Php11 = 1,792 shares
7,500 shares
Cash 12,000
Accounts Receivable 28,100
Inventories 30,000
Equipment (Net) 39,500
Goodwill 10,000
Allowance for Doubtful Accounts 1,000
Accounts Payable 35,000
Accrued Expenses 1,100
Payable to JK Partnership 82,500
To record the acquisition of assets and Liabilities from the partnership
JK Partnership
Statement of Financial Position
June 30, 2019
Assets
Cash Php 12,000 Accounts Receivable Php28,100
Less: Allowance for Doubtful Accounts (Ph1,000) 27,100 Inventories 30,000
Equipment (current fair value) 39,500 Goodwill 10,000
Total Assets Php118,600
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Stockholders’ Equity
Capital Stock, Php10 par value, authorized 10,000 shares,
Issued and outstanding, 7,500 shares Php 75,000
Paid in Capital in Excess of par 7,500 Php 82,500 Total Liabilities and Stockholders’
Equity Php118,600
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