Professional Documents
Culture Documents
Partnership
Legal Definition:
Art. 1767. By the contract of partnership two or more persons bind themselves to contribute
money, property, or industry to a common fund, with the intention of dividing the profits
among themselves. Two or more persons may also form a partnership for the exercise of a
profession.
Partnership is treated as an artificial being created by operation of law with a legal
personality separate and distinct from partners thereof. Philippine partnerships operate
under the concept of unlimited liability and unless otherwise agreed upon by partners, each
one of them acts as managers and agents of the partnership and consequently, their acts
bind the partnership.
Partnership in the Philippines are governed by and covered under Article 1767 to
1867 of the Civil Code of the Philippines. These are provisions of law which govern all
aspects of partnership from their creation, formation, existence, operation and management
to their dissolution and liquidation, including the obligation of the partners to one another, to
the public or third persons and to the government.
Characteristics of Partnership
1. Separate Personal Entity – partnership has a juridical personality separate from the
partners
2. Ease of Formation – does not require many formalities
3. Co-ownership of Partnership Property and Profits – all assets invested in the
partnership becomes the property of the partnership.
4. Limited Life – any change in the agreement of the partners terminates the
partnership program.
5. Mutual Agency – 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 organization.
6. Unlimited Liability – each partner may be held liable for all the debts of the
partnership
Articles of Partnership
Articles of partnership is a voluntary contract between/among two or more persons to
place their capital, labor, and skills into business, with the understanding that there will be a
sharing of the profits and losses between/among partners.
REQUIREMENTS
1. Name of partnership
2. Address of partners
3. Rights and responsibility of each partners
4. Purpose of the partnership
5. Initial investment and additional investment
6. The withdrawals that may be made
7. Profit and loss ratio
8. The procedures in dissolving the partnership
Types of Partnership
General Partnership
a. Ease of creation - no state filing is required. The partnership is created when
the partners begin business activities.
b. Low cost of operation - because general partnerships are not formed by
means of a state filing, they are not required to pay a formation filing fee,
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ongoing state fees or franchise taxes. The partnership must still obtain the
business licenses and permits required for operation however.
c. Few ongoing requirements - unlike corporations, general partnerships are not
required to hold annual meetings of the owners, issue partnership interest,
and keep personal asset separate from business assets. Having a partnership
agreement that outlines how the partnership will be managed, the roles of
each partner, and what events will cause the partnership to end operations is
recommended.
Limited Partnership
a. Unlimited liability for general partners only - in a limited partnership (LP), at
least one partner has unlimited liability—the general partner(s). The other
partners (limited partners) have limited liability, meaning their personal
assets typically cannot be used to satisfy business debts and liabilities. The
amount of their liability is limited to their investment in the LP.
b. Limited partners are not involved in management - the general partners
oversee the day-to-day operations of the LP. Limited partners are basically
silent investors.
c. Short-term projects/ventures - LPs are often the business type of choice for
special situations versus true businesses. For example, films are often
formalized as LPs and family estate planning often utilizes LPs.
Limited Liability Partnership
o Professional service businesses - limited liability partnerships (LLPs) can only
be created by certain types of professional service businesses, such as
accountants, attorneys, architects, dentists, doctors, and other fields treated
as professionals under each state’s law.
o Personal asset protection - the personal assets of the partners in an LLP
typically cannot be used to satisfy business debts and liabilities. The LLP does
not shield the partners for liability for their personal acts. Put simply, the LLP
cannot limit the liability of owners for their own malpractice.
Types of Partners
As to Contribution:
o Capitalist partner - one who contributes money or property to the common
fund.
o Industrial partner - one who contributes only his industry or personal service.
As to Liability:
o General partner - one whose liability to third persons extends to his separate
property, he may either be a capitalist or industrial partner.
o Limited partner - one whose liability to third person is limited to his capital
contribution.
As to Classification/Kind:
o Ostensible Partner - names are disclosed to public as actual partners
o Dormant/Nominal Partner - disclosed as a partner to public or not, entitled to
shares of profits and losses, yet inactive in business activity
o Silent Partner - contributes to business but has no say in the business' daily
operations
o Secret Partner - contributes to business and participates in business activity,
operates anonymously, due to reputation from previous business or prefers
not to be disclosed to public)
As to Activity:
o Trading Partnership
- Merchandising (Buy and Sell)
- Manufacturing (Producing and Sell)
o Non-Trading Partnership
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Medina Company
Statement of Financial Position
October 1, 2019
Assets Liabilities and Equity
Cash P60,000 Notes Payable P40,000
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Adjustments:
Pinnacle Maginhawa
Unadjusted Capital P2,625,000 P2,056,250
Equipment (87,500) 131,250
Allowance for Doubtful Accounts (297,500) (196,875)
Inventory __(21,875) (15,320)
Adjusted Capital P2,218,125 P1,975,305
Bonus Method - used to grant a new partner additional capital in a partnership when the
person is adding goodwill or some other intangible asset to the partnership.
Goodwill Method – used with an assumption that an implied value can be estimated
mathematically and recorded for any intangible contribution made by a partner.
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Provisions
1. Salaries
Terry and Paul are partners who have an agreement to share profit and loss in the
following manner:
Terry Paul
Monthly Salaries P20,000 P40,000
Remainder 50% 50%
The partnership generated a profit of 90,000.
Terry Paul Total
Salaries 20,000 40,000 60,000
Remainder 15,000 15,000 30,000
Total 35,000 55,000 90,000
2. Interest Revenue
On Jan. 1, partners Pluto and Mars formed a partnership with Pluto contributing
P50,000 and Mars contributing P30,000. Partnership realized a profit of P20,000 for
the month of January. Below is the summary of additional investment and withdrawal
of the partners during the month:
Pluto Additional Drawings Mars Additional Drawings
Investment Investment
Jan. 4 P6,000 Jan. 10 P5,000
Jan. 6 P3,000 Jan. 16 P3,500
Profit is distributed to the partners according to the following provisions:
Interest of 10% each based on average capital balances.
Balance; Pluto – 40%, Mars – 60%
3. Bonus
a. Bonus before deducting bonus and income tax B= BR(NI)
b. Bonus after deducting bonus but before deducting income tax B = BR(NI-B)
c. Bonus before deducting the bonus after deducting income tax B = BR(NI-T)
d. Bonus after deducting bonus and income tax B = BR(NI-T-B)
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1.02B = 5,000
Bonus = 4,902
Partner C: 3% Bonus before deducting the bonus after deducting income tax
B = 0.03(250,000-25,000)
B = 0.03(225,000)
B = 6,750
Partner D: 3% Bonus after deducting bonus and income tax
B = 0.03(250,000-25,000-B)
B = 0.03(225,000-B)
B = (6,750-0.03B)
1.03B = 6,750
Bonus = 6,553
Nate and Raul’s average capital balances for the year ended 2020 are P600,000 and
P300,00, respectively. The partnership generated a profit of P900,000 in that year.
Nate Raul Total
Salaries 250,000 400,000 650,000
Interest 60,000 30,000 90,000
Bonus =BR(NI-S-I) 16,000 16,000
Remainder 86,400 57,600 144,000
Total P412,400 P487,600 P900,000
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DISSOLUTION OF A PARTNERSHIP
The dissolution of a partnership is the change in the relation of the partners caused
by any partner ceasing to be associated in the carrying on as distinguished from winding up
of the business of the partnership.
Any change in the membership will result to dissolution. A partnership may be
dissolved without being terminated.
Admission of a Partner
A new partner may purchase all or part of the interest of one or more of the existing
partners.
Oman is admitted into the partnership for a 50% interest in the profits and
losses of the partnership. The old partners Libya, Morocco and Nepal are to retain
their original capital and profit-sharing relationships to each other and are to transfer
sufficient amount (50%) of their own capital accounts to Oman to accomplish his
admission as planned. Oman agreed to pay P50,000 to Libya, Morocco and Nepal.
The capital balances of Libya, Morocco and Nepal before admission of Oman
are P20,000, P20,000 and P30,000 respectively. Their P&L ratios are 20:30:50,
respectively.
Partner Capital Balance Interest Paid by Oman
(50%)
Libya 20,000 10,000
Morocco 20,000 10,000
Nepal 30,000 15,000
Total 70,000 35,000
To record the transaction;
Libya, Capital 10,000
Morocco, Capital 10,000
Nepal, Capital 15,000
Oman, Capital 35,000
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On that day, Ash was admitted as a partner with one-third interest in capital,
and profits for an investment of P40,000. The new partnership began with a total
capital of P150,000.
Partners Unadjusted Capital Adjustments Adjusted Capital
Kris (60%) 60,000 (6,000) 54,000
Lea (40%) 50,000 (4,000) 46,000
Ash (1/3 interest) 40,000 10,000 50,000
Total 150,000 150,000
To record Ash’s investment;
Cash 40,000
Ash, Capital 40,000
To record bonus granted;
Kris, Capital 6,000
Lea, Capital 4,000
Ash, Capital 10,000
Retirement of a Partner
Vicky, Bianca and Abby were partners with capital balances on January 1, 2020 of
P300,000, P200,000 and P100,000 respectively.
On July 1, 2020, Vicky retires from the partnership. On the date of retirement, the
partnership net loss P60,000 and the partner agrees that certain asset is to be revalue at
P80,000 from its original cost of P50,000.
The partners agreed further to pay back Vicky P225,000 in settlement of her interest.
The remaining partners continue to operate under a new partnership, Netflix.
(Since there is no P&L ratio, original capital contribution ratio will be used)
Vicky Bianca Abby
Unadjusted Capital 300,000 200,000 100,000
Loss (30,000) (20,000) (10,000)
Asset Revaluation 15,000 10,000 5,000
Adjusted Capital 285,000 190,000 95,000
To record adjustments;
Vicky, Capital 15,000
Bianca, Capital 10,000
Abby, Capital 5,000
Asset Revaluation 30,000
Income Summary 60,000
To record transaction;
Vicky, Drawings 225,000
Vicky, Capital 60,000
Cash 225,000
Gain 60,000
(Since Vicky’s book are now closed, the new partnership will update their original capital
contribution ratio)
Bianca Abby Total
Adjusted Capital 190,000 95,000 285,000
Gain 40,000 20,000 60,000
Total Capital 230,000 115,000 345,000
Balances
To record gain distribution;
Gain 60,000
Bianca, Capital 40,000
Abby, Capital 20,000
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Death of a Partner
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 profit and loss share percentage for changes
in asset value arising from revaluation and the profits from the date were last closed.
The balance of his capital account after considering the adjustments should be
transferred to a liability account pending settlement.
To transfer capital account to liability;
Deceased Partner, Capital xxx
Liability xxx
INCORPORATION OF A PARTNERSHIP
When a partnership is converted into a corporation, the corporation takes over the
assets and assumes the liabilities of the partnership in exchange for share of stocks. The
stock received by the partnership is distributed to the partners in settlement of their
interest. The partners now become stockholders of the newly formed corporation.
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LIQUIDATION OF A PARTNERSHIP
The liquidation of a partnership is winding up its business activities characterized by
sale of all non-cash assets, settlement of all liabilities, and distribution of the remaining cash
to the partners.
The conversion of non-cash assets into cash is referred to as realization. This may
result to a gain or loss on realization and shall be divided in the profit and loss of the partner.
In some cases, a substantial loss on realization may yield for a partner a capital deficiency,
which is the excess of a partner’s share in losses over the capital credit balance.
Lump-Sum Method
1. Realization of non-cash assets and distribution of gain or loss on realization among
partners based on their profit and loss ratio.
2. Payment of liquidation expenses, if any.
3. Payment of liabilities to third parties.
4. Elimination of partner’s capital deficiencies. Deficiency must be eliminated by using
one of the following methods, in order of priority.
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a. If the deficient partner has a loan balance, then exercise right of offset.
b. If the deficient partner is solvent, then he should invest cash to eliminate his
deficiency.
c. If the deficient partner is insolvent, then the other partners should absorb his
deficiency.
5. Payment to partners, in order of priority;
a. Loan accounts
b. Capital accounts
The statement of partnership liquidation provides a visual summary of the
partnership liquidation, noting the loss realization for the partners.
The partnership of A, B and C was liquidated on May 31, 2020 and the account
balances on July 1, 2020 along with residual profit and loss ratios, are;
Cash 20,000 Accounts Payable 1,200,000
Non-Cash Assets 3,400,000 A, Capital (30%) 950,000
B, Capital (30%) 550,000
C, Capital (40%) 720,000
The personal assets and liabilities of the partners at July 1, 2020 are;
Partner Personal Assets Personal Liabilities Net Assets
A 525,000 320,520 204,480
B 420,000 472,500 (52,500)
C 997,500 420,000 577,500
Step 1: Realization of non-cash assets and distribution of gain or loss on realization among
partners based on their profit and loss ratio.
Assumption: Non-Cash assets are sold at 1,700,000
Non-Cash Assets 3,400,000
Sale of Non-Cash Asset 1,200,000
Loss 2,200,000
To record realization of non-cash assets and distribution of
gain or loss on realization among partners;
Cash 1,200,000
A, Capital 660,000
B, Capital 660,000
C, Capital 880,000
Non-Cash Assets 3,400,000
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Other partners should absorb insolvent partner’s deficiency in updated P&L ratio.
Cash A, Capital B, Capital C, Capital
(solvent) (insolvent) (solvent)
Balances P180,000 P290,000 P(110,000) P0
Absorption (47,143) 110,000 (62,857)
Investment _ 62,857 ________ _________ 62,857
Adjusted P242,857 P242,857 P0 P0
To record transaction;
Cash 222,857
A, Capital 47,143
C, Capital 160,000
B, Capital 110,000
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INSTALMENT PROGRAM
Schedule of Safe Payments – distribution of available cash based on a schedule of
safe payments which assumes;
o possible losses due to inability of the partnership to dispose or part or all of
the remaining non-cash assets
o possible losses due to failure of partners with deficiencies to make additional
contribution.
Cash Priority Program – permits the partners to determine how cash should be safely
distributed if and when it becomes available.
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Assumptions: possible losses due to inability of the partnership to dispose or part or all of
the remaining non-cash assets and failure of partners with deficiencies to make additional
contribution.
Cash NCA Berlin, Athens, Berlin, Cairo,
Loan Capital Capital Capital
(65%) (20%) (15%)
Balance P44,000 P16,000 P2,000 P4,400 P27,200 P26,400
Possible _______ (16,000) _______ (10,400) (3,200) (2,400)
Loss (NCA)
Balance 44,000 0 2,000 (6,000) 24,000 24,000
Possible _______ _______ _______ 6,000 (3,429) (2,571)
Loss
(Capital
Deficiency
)
Balance 44,000 0 2,000 0 20,571 21,429
Loan (2,000) (2,000)
SSP (42,000) P0 P0 P0 (20,571) (21,429)
Step 3: Payment
Statement of Partnership Liquidation
Cash NCA Liab Berlin, Athens, Berlin, Cairo,
Loan Capital Capital Capital
(65%) (20%) (15%)
Balance P20,000 P70,000 P6,000 P2,000 P20,000 P32,000 P30,000
Reali- 30,000 (54,000) (15,600) (4,800) (3,600)
zation
(April)
Payment (6,000) _______ (6,000) _______ _______ _______ _______
of Liab.
Balance P44,000 P16,000 P0 P2,000 P4,400 P27,200 P26,400
Loan (2,000) (2,000)
SSP (42,000) _______ _______ _______ _______ (20,571) (21,429)
(April)
Balance P0 P16,000 P0 P0 P4,400 P6,629 P4,971
May Instalment:
Book Value 14,000
Sale 8,000
Loss 6,000
Statement of Partnership Liquidation
Cash NCA Athens, Berlin, Cairo,
Capital Capital Capital
(65%) (20%) (15%)
Balance P0 P16,000 P4,400 P6,629 P4,971
Reali- 8,000 (14,000) (3,900) (1,200) (900)
zation (May)
Balance P8,000 P2,000 __P500 P5,429 P4,071
Schedule of Safety Payment
Cash NCA Athens, Berlin, Cairo,
Capital Capital Capital
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June Instalment
Statement of Partnership Liquidation
NCA Athens, Capital Berlin, Capital Cairo, Capital
Balance P2,000 P500 P,857 P643
Loss (2,000) 1,300 400 300
Balance P0 P(800) P457 P343
Capital 800 (457) (343)
Deficiency
Balance P0 P0 P0 P0
The partnership of Neil, Sam, Eric and Will was formed several years ago. Some of
the partners have recently undergone personal financial problems and decided to terminate
operations and liquidate the business.
Statement of Financial Position
Cash P15,000 Liabilities P74,000
Accounts Receivable 82,000 Eric, Loan 35,000
Inventory 101,000 Neil, Capital 120,000
PPE 253,000 Sam, Capital 88,000
Eric, Capital 74,000
________ Will, Capital 60,000
Total Assets P451,000 Total Liabilities and P451,000
Equity
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At the time of liquidation, expenses of P16,000 are anticipated. The P&L ratio of the partners
are Neil 30%, Sam 10%, Eric 20% and Will 40%. The following are the transactions during
the liquidation of partnership.
1. Of the total receivable, 80% are collectible with the rest judged as uncollectible, PPE
are sold for P150,000.
2. Safe payments are made
3. Will become personally insolvent.
4. All liabilities are paid.
5. All inventories are sold for P71,000.
6. Safe payments again are maid.
7. Liquidation expense of P11,000 was paid.
8. Final cash payments to partners are made to the partners based on assumption that
all partners other than West are personally solvent.
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