Professional Documents
Culture Documents
Note:
By virtue of Section 464 of the Companies Act 2013, the Central
Government is empowered to prescribe maximum number of
partners in a firm but the number of partners cannot be more
than 100
The Central government has prescribed the maximum
number of partners in a firm to be 50 under Rule 10 of the
Companies (Miscellaneous) Rules, 2014, So, a partnership firm
cannot have more than 50 partners.
Partnership Deed The Partnership Act does not require that the agreement must be in
writing. But wherever it is in writing, the document, which
contains terms of
the agreement is called 'Partnership Deed'
In the absence of 1. Profits/losses are shared equally by all the partners
partnership deed/if 2. Interest on capital is not allowed to partners
partnership deed is 3. Interest on drawing is not charged from partners
silent (the relevant 4. Interest on advances/loan by a partner is paid @6% p. a.
provisions of the
Indian Partnership act 5. Remuneration (Salary and Commission etc.)to Partners
1932, become applicable not allowed.
Meaning of Partners
Persons who have entered into partnership with one another
and firm are individually called partners and collectively called 'firm'
The Name under which the business is carried is called the
Firm's name 'firm's name'
Is Partnership firm A partnership firm has no separate legal entity, apart from the
has legal entity? partner's constituting it.
Rights of partners 1. Right to participate in the management of thebusiness.
2. Right to be constituted about affairs of the company
3. Right to inspect the books of account and have a copy of it.
4. Right to spare profits or losses with others in theagreed
ratio etc.
Liabilities of 1. If a partner derives any profit for him/her self from any
Partners (subject to transaction of the firm or from the use of the property or
business connection of the firm or the firm name, he/she shall
contract between the account for the profit and pay it to the firm.
partners 2. If a partner carries on any business of the same nature as and
competing with that of the firm, he/she shall account for and
pay to the firm, all profit made by him/her in that business.
Profit and Loss It is merely an extension of the Profit and Loss Account of the
Appropriation Account firm. It shows how the profits are appropriated or distributed
among the partners.
All adjustments in respect of partner's salary, partner's commission,
interest on capital, interest on drawings, etc are made through this
account.
Difference Charge against profit Appropriation of profit
between Charge 1. It is always debited to 1. It is debited to profit andloss
against profit profit and loss account appropriation account (If profit
and (whether profit or loss) available) after charging.
Appropriation before Appropriation. 2. Examples are salary/
of
Profit
2. Examples are rent paid commission to partners,interest on
to a partner, interest on capital, transfer of profits to general
partner’sloan. reserve
GOODWILL
1. Goodwill A Goodwill IS the value of Reputation, Good name and wide
trade.
2. Location
3. Efficiency of Management
4. Market Situations
5. Special advantages like low rate and assured supply of electricity,
long term contracts for supply of materials, well known
collaborators, patents, trademarks, import, licenses, etc,. enjoy higher
value of goodwill.
Purchased Goodwill been paid in cash is called Purchased Goodwill. Features - 1 It arises
Features
Self-Generated Goodwill 1. Change in Profit Sharing ratio among the existing partners
2. Admission of a New Partner
3. Retirement of a Partner
4. Death of a Partner
5. Dissolution of a firm involving Sale of business as a going
Concern.
SUPER PROF- Under this method, the goodwill is valued at the agreed number of
IT METHOD year's of purchase of the super profits of the firm
Super Profit
GOODWILL = 100
5. Normal rate of return
CHAPTER -4
CHANGE IN PROFIT SHARING
RATIO AMONG THE EXISTING
PARTNERS
NEW PROFIT The ratio in which the partners agree to share the
SHARING RATIO profits in future on reconstitution is known as new
sharing ratio.
x x
(xx)
Less Increase in the value of liabilities (xx)
Net Effect on Revaluation Gain/Loss
Why a new partner is A new partner may be admitted when the firm needs
admitted? a. Additional Capital
b. Managerial Help
c. Both
How can a new partner Unless it is otherwise provided in the partnership deed a new
be admitted? partner can be admitted only when the existing partners
unanimously agree for it.
Two main Rights acquired 1. Right to share the assets of the partnership firm.
by a newly admitted 2. Right to share the profits of the partnership firm and Right to
partner participate in the business activity
What does a new part- To acquire share in the assets and profits of the firm, the partner
ner bring to acquire brings
the rights? 1. An agreed amount of Capital either in Cash or kind and /
or some technical skill
2. Additional amount known as premium of Goodwill
Why is new partner re- This is due to compensate the existing partners for loss of
quired to bring premium? their Share in the Super Profits of the firm. When a person
pays for Goodwill, he pays for sacrifice of the profits by old
partners.
New profit sharing ratio The ratio in which all partners, including new partner will share
and sacrificing future profits losses of the firm is known as new profit sharing
ratio ratio. Sacrificing ratio is the ratio in which old or existing partners
forego their share of profit in favour of the new partner.
New Profit Sharing Ratio and Sacrificing
Ratio
When share of new partner is given but sacrifice (i) Deduct the new partner's share from 1
made by old partners is not given (ii) Divide the remaining share among old
partner in old profit sharing ratio.
When share of new partner is given and new (i) Deduct the new partners' share from 1
share of old partner is given (ii) Divide the remaining share among old
partner in new profit sharing ratio.
When new partner acquires his share from old (i) Deduct the sacrifice made in favour of new
partners' equally or in particular ratio. partner from the old share of old partners.
(ii) Share surrendered by old partners is added
to calculate new partner share.
When existing partner retains his original share (i) Deduct the new partners' share and share of
on admission of a partner existing partner (who retains his old share) from
1
Characteristics of a company 1. A company has a separate legal entity which is distinct and separate
from its members.
2. It has perpetual existence
3. It has its own common seal.
4. Shares of a company are transferrable subject to certain conditions.
5. The liability of the members of the company is limited to the extent
of unpaid amount of the shares held by them.
Types of company On the basis of the number of members, companies can be divided as
follows:
(i) Public Company: A company which is not a private company and
which is not a subsidiary of a private company.
(ii) Private Company: A private company is one which by its articles-
Restricts the right to transfer its shares, must have at least 2 persons,
except in case of one person company and limits the number of its
members to 200 (excluding its employees)
(iii) One Person Company (OPC) : The companies Act, 2013, defines
OPC as a ''company which has only one person as a member ''. Rule 3 of
the companies (Incorporation) Rules, 2014, provides that: Only a
natural person being an Indian Citizen and resident in India can form
one person company, (b) It cannot carry to non- banking financial
investment activities (c) Its paid up share capital is not more ₹ 50 Lakhs
(d) Its average annual turnover of three years does not exceed ₹ 2
Crores.
Important Terms used in Accounting for Share a) Minimum Subscription- It is the minimum amount
Capital stated in the prospectus that must be subscribed by the
public before and allotment of any security is made.
b) Share Capital: Capital raised by issue of shares is
called share capital.
c) Authorized Capital: It is also called as Nominal or
registered capital. It is the Maximum amount of or
Capital a company can issue. It is stated in the
memorandum of Association.
d) Issued Capital: This is part of authorized capital
which is offered to public for subscription. It cannot
exceed authorized capital.
e) Called Up Capital: It is the amount of nominal
values of shares that has been called up by the company
for payment by the subscriber towards the share.
f) Paid Up Capital: It is part of called up capital that the
members of company or shareholders have paid.
g) Reserve Capital: It is part or portion of uncalled
share capital of an unlimited company which can be
called only in case of winding up of the company.
h) Capital Reserve: It is capital profit not available for
distribution as dividend. It is represented in balance
sheet of company as Reserves and Surplus under the
heading Shareholders eraser’s Funds.
i) Private Placement of Shares
[Section-42]: When Shares are offered by the compant
the company to a selected group of persons, not to the
public through public offer, it is called private placement
of shares. This is an issue of shares to institutional
investors or some selected group of persons subject to
prior approval of existing shareholders. There is no need
of issuing formal prospectus and it is cost and time
saving method of raising capital.
j) Calls in arrear: Any Amount which has been
called or demanded by company from shareholders
but not paid by the share- holder till the last date
mentioned in call letter is called as call in arrear.,
Company can charge interest on this rate
mentioned in Article of Association or 10% p.a. as
per Table F
Issue of shares at discount (Sec-53) A Company cannot issue shares at discount other than sweat
equity shares.
Issue of shares at premium (Sec 52) The Money received on premium is transferred to Security
Premium Re- serve (SPR) account and the amount received
on SPR can be utilized for the following purpose; (Section
52)
POINTS TO REMEMBER
> Only at the time of reissue of forfeited shares, Maximum discount that
can be allowed = total amount forfeited on such share.
> The reason being, the company cannot issue shares at amount less than its
face value, in any condition.
> It compensates the discount allowed on reissued shares out of the forfeited
amount already received from the previous(first) shareholder.
Issue of Shares
Shares can be issued in two ways
1. for cash
2. for consideration other than cash
Terms of Issue of Shares
Issues of Shares at Premium: It is issue of shares at a price more than its face
value.
This premium can be utilized for: (Section 52 of the Companies Act 2013 states that
premium can be utilized for:-)
When a company purchases any fixed asset or business and makes the
payment to the vendor in form of shares in place of cash it is called the issue
of shares for consideration other than cash.