Professional Documents
Culture Documents
- forming a partnership
Operation
Dissolution - mabag o ang structure sang partnership but it does not mean ma end ang
partnership
Liquidation
What is partnership? B
Natural - born
Juridical person - entity that are given existence by the law
A partnership becomes a juridical person from the time the contract begins while in a
corporation, it only becomes a juridical person upon registration with the Securities
and Exchange Commission (SEC)
Although a partner may transfer its interest in a partnership to another, the transferee
does not automatically become a partner unless all the other partners give their
consent.
As to liability to third persons, partners may be held liable with their private and
personal property while in corporations, the stockholders are generally liable only to
the extent of their subscribed capital stock.
Partnership may be dissolved due to the unsolvency, civil interdiction, death, insanity
or retirement of any of the partners while such grounds do not dissolve a corporation,
It permits pooling of capital and other resources without the complexities and
formalities of a corporation.
Easier and less costly to establish than a corporation
Partners may operate with more flexibility because they are not subject to the control
of the board of directors.
Types of Partnership
GENERAL PARTNERSHIP
Each partner is liable personally to the partnership’s creditors if partnership assets are
not sufficient to pay such creditors.
LIMITED PARTNERSHIP
Only one partner needs to be a general partner. Limited partners obligations are
limited to their capital contributions.
Features of Partnership
Ease of Formation
Limited Life
Assignment of Partner’s Interest
Unlimited Liability
Mutual Agency
Separate Legal Personality
Sharing Profits and Losses
Equity theories relate to how an entity can be viewed from the accounting and legal
point of view
These theories deal with the question of who the entity is.
PROPRIETARY THEORY
ENTITY THEORY
Views the business as a separate and distinct entity possessing its own existence apart
from individual partners.
Profits earned by the partnership are usually viewed as profit to the entity with each
partner entitled to a distributive share of the profit.
ENTITY THEORY
The legal life of firms in this fashion transcends the death or admission of a partner.
In partnership agreement for instance, the so - called big accounting firms usually
provide for the continued existence of the partnership beyond the death of a partner.
It is created by the agreement of the partners which may be in oral or written form.
The partnership’s legal existence begins from the moment the contract is executed,
unless otherwise stipulated.
VALUATION OF CONTRIBUTIONS
Each partner’s capital account is credited for the fair value of his/her net contribution.
Capital Accounts
Drawings Accounts
Capital Accounts
Drawings Account
PARTNERSHIP OPERATIONS
Introduction
The operations of a partnership are similar in most respects to those of other forms of
organizations operating in the same line of business. At the end of each fiscal year,
when revenues and expenses are closed out, some assignments must be made of the
resulting income figure because a partnership will have two or more capital accounts
rather than a single retained earnings balance. This allocation to the capital accounts is
based on the agreement established by the partners preferably as a part of the Articles
of Partnership.
A wide range of profit allocation is found in the business world. Some partnerships
have straightforward distribution plans while others have extremely complex ones. It
is the accountant’s responsibility to distribute the profit or loss according to the
partnership agreement regardless of how simple or complex that agreement is. Profit
distributions are similar to dividends for a corporation.
Practically all partnerships have a profit or loss allocation agreement. It would be rare
to find a partnership that did not spell out the divisions of profits or losses in details.
The agreement must be followed precisely, and if it is unclear, the accountant should
make sure that all partners agree to the profit or loss distribution. Partners should
select a formula that is sensible, practical, and equitable. The formula used to divide
profits and losses is determined through negotiations among the partners. Whether it
is fair or not, it does not concern the accountant.
It is necessary that the benefit the partners expect to obtain from the combination of
their respective contribution should be common to all the partners, because if such
were not the case, there would be no partnership
Now the question that arises is: “How will the partners divide the profits or losses
resulting from the operation of the partnership?”
The Partnership Law provides that if the profit has been agreed upon, the share of
each partner in the losses shall be in the same proportion with the net income
allocation. It also provides that in the absence of agreement, the share of each partner
in the profits and losses shall be in proportion to what they have contributed (based on
capital contribution), but the industrial partner shall receive such share as may be just
and equitable under the circumstances.
However, the law is not clear as to what capital balances shall be applied, whether the
capital balances refers to original capital, beginning or end of each period or the
average capital during the period. In as much as the law does not clearly specify the
capital balance, it is therefore, presumed to be the original capital, in the absence of
such original capital it should be the beginning capital.
The reason behind the usage of original capital (in his absence, the beginning capital)
is that, if at the time of formation there is no agreement, the law should apply and the
only available capital balance is the original capital. Even though usage of original
capital seems to be unreasonable because of inequity, logic dictates that profit and
loss should be established at the time of formation due to some of the following
reasons:
Subsequent adjustments in assets and liabilities;
Admission of a new partner;
Retirement or withdrawal of a partner; and
Liquidation of partnership.
All of the above reasons require the use of profit and loss ratio. The wait period for
the end-of-the-year balances to determine the average or ending capital would be in
exercise of futility because of the urgency of profit and loss ratio. Deferral of such
action would not address the above reasons.
In the United States, in the absence of any agreement, profit or loss should be
allocated equally and if they agreed on capital balances it is presumed to be the
average capital. Nevertheless, these are practices which are not applicable under
Philippine setting because of its differing law provisions.
Profits and loss can be shared in many ways among partners of a partnership. Most
profit and loss sharing formula includes one or more of the following features or
techniques:
Equally;
Arbitrary ratio;
In the ratio of partner’s capital account balances and the dividing the balance on
agreed ratio:
Original capital – the initial investment / capital at the time of formation.
Beginning capital of the period
Average capital
c1. Simple average
c2. Weighted average
c2.1. Peso-day approach
c2.2. Peso-month approach
Interest on partners’ capital accounts and dividing the balance on agreed ratio;
Salaries to partners and dividing the balance on agreed ratio;
Bonus to partners and dividing the balance on agreed ratio; and
Interest on capital account balance, salaries and bonus to partners and dividing the
balance on agreed ratio
Consent
Object
Cause
MUTUAL AGENCY
On profit - partner
On losses - punishes the one who act outside the authority (siya lang mabayad sang
losses)
PARTNERSHIP FORMATION
(Two or more sole proprietors form a partnership)
PARTNERSHIP OPERATION
On Nov. 30, 2021, Angelyn Lique and Charles Kevin Sultan, friendly competitors in
apparel business, decided to combine their talents and capital to form a partnership.
Name will be Charles Angel Clothing Circles. Their statement of financial position
before partnership formation are as follows:
Cash 100,000
A/R 200,000
Inventory 160,000
Furniture and Fixtures 120,000
Total Assets 580,000
A/P 100,000
Lique, Capital 480,000
Total L and OE 580,000
Cash 100,000
A/R 160,000
Inventory 200,000
Machinery 180,000
Total Assets 640,000
A/P 250,000
Sultan, Capital 390,000
Total L and OE 640,000
The conditions and adjustments agreed upon by the partners for purposes of
determining their interest in the partnership are:
a. Establishment of a 15% allowance or uncollectable accounts in each book.
b. The inventory of Lique is to be increase by 20,000 while the inventory of Sultan is
to be decreased to 185,000.
c. The furniture and fixtures of Lique are to be depreciated by 15,000. The machinery
of Sultan are to be depreciated by 10%.
Required:
A/P 100,000
Allowance for Doubtful Accounts 30,000
AD - Furnitures and Fixtures 15,000
Lique, Capital 455,000
Cash 100,000
A/R 200,000
Inventory 180,000
Furniture and Fixtures 120,000
A/P 250,000
Allowance for Doubtful Accounts 24,000
AD- Machinery 18,000
Sultan, Capital 333,000
Cash 100,000
A/R 160,000
Inventory 185,000
Machinery 180,000
Partnership Operations
Losses:
Opportunity Cost - not a cost but it is a benefit forgone by choosing one alternative
over another.
The following data are available in the books if Robin Padilla and Batman Caster
Partnership for the year 2021.
Padilla, Capital
May 1 100,000 January 1 2,500,000
3,150,000 April 1 250,000
October 1 500,000
3,250,000
Caster, Capital
June 1 150,000 January 1 1,500,000
December 1 50,000 September 1 500,000
200,000 2,000,000
1,800,000
Prepare the entry to record the allocation of the partnership profit (600,000) to
individual capital accounts under each of the following assumptions:
1. Profit is divided equally
2. Profit is divided in the ration of 3:4 to Robin and Batman
3. There is no profit sharing agreement
4. Profit is allocated based on the beginning capital ratio
5. Profit is allocated based on the ending capital ratio
6. Profit is allocated based on the average capital ratio
7. Each profit is allowed 10% interest ending capital and the remaining income is
divided on 60%, 40%.
8. Robin is allowed 350,000 salaries and the remaining profit divided in the ratio of
1:4
9. Batman, the managing partner, is allowed a bonus of 20% of profit before bonus
and tax and the remainder is divided in the ratio of beginning capital.
10. The partners are allowed 5,000 and 10,000 weekly salaries respectively, 10%
interest on average capital, an d the remainder is divided in the ratio of 2:3
11. Assume the same agreement as in #10 except that instead of profit, the partnership
has incurred a loss of 100,000
1.
Padilla Caster Total
Divided Equally 300,000 300,000 600,000
2.
3.
Padilla Caster Total
Based on original capital 375,000 225,000 600,000
4.
Padilla Caster Total
Based on beg. capital 375,000 225,000 600,000
5.
Padilla Caster Total
Based on ending capital 381,818 218,182 600,000
6.
Padilla Caster Total
Based on average capital 381,292 218,708 600,000
Padilla
Caster
= 600,000/4,320,834 = 0.138862089
= 0.138862089 x 2,745,834 = 381,292 (Padilla)
= 0.138862089 x 1,575,000 = 218,708 (Caster)
7.
Padilla Caster Total
Interest (10%) 315,000 180,000 495,000
Balance (60:40) 63,000 42,000 105,000
Total 378,000 222,000 600,000
8.
Padilla Caster Total
Salaries 350,000 - 350,000
Balance (1:4) 50,000 200,000 250,000
Total 400,000 200,000 600,000
(1:4) = 1+4 = 5
250,000 x 1/5 = 50,000
250,000 x 4/5 = 200,000
9.
Padilla Caster Total
Bonus 120,000 120,000
Balance based on beg. cap. 300,000 180,000 480,000
Total 300,000 300,000 600,000
Income Summary 600,000
Padilla, Capital 300,000
Caster, Capital 300,000
Computation of Bonus
Bonus = 20% of profit
B = 20% (P)
= 20% (600,000)
B = 120,000
10.
Padilla Caster Total
Salaries 260,000 520,000 780,000
Int. based on ave. cap. (10%) 274,583 157,500 432,083
Balance divided (2:3) (244,833) (367,250) (612,083)
Total 289,750 310,250 600,000
Salaries solution:
11.
Padilla Caster Total
Salaries 260,000 520,000 780,000
Int. based on ave. cap. (10%) 274,583 157,500 432,083
Balance divided (2:3) (524,833) (787,250) (1,312,083)
Total 9,750 (109,750) (100,000)
*Una anay ang dissolution before liquidation, and not all dissolution ay mapupunta sa
liquidation.
Causes of Dissolution
1. Admission of a partner
- may bag o nga nag sulod, dapat tanan masugot, indi pwede ang majority
Partner C, gusto mag intra but the investment of his money is hindi magsulod sa
partnership kundi sa iya lang partner. For example, Partner C is partner ya si A, and
he said bibilhin niya ang 50% na interest ni Partner A, ang bayaran ay mamamagitan
kay A at C lamang.
INTEREST = CAPITAL
Entry:
A, Capital xxx
C, Capital xxx
Transfer of Capital Account lang, wala kang makikitang Cash, kasi hindi pumasok sa
partnership sa Asset yung inilabas ni C, but rather pumasok kay A/B.
Other scenario, for example, 50% ang interest ni C kay A pero iya gina hatag is either
40,000 or 50,000 or 60,000, it can be nubo, chaktohan or mas mataas sa 50%. Ignore
the actual transaction because wala na ta labot sa ila agreement, ara lang ta sa Book
ni Partnership not on Partners. Again, in the purchase of Interest ara lang ta sa
Transfer of Capital.
Another example:
It can also be, Partner D, baklon ya ang 20% sang capital sang all partners.
Partner C = 50,000
1. 5. *Pattern of solving
3.
2.
Example of Entry:
CONTRIBUTED CAPITAL - sum of the capital balances of old partners and actual
investment of new partner.
- totoong ibinigay
AGREED CAPITAL - total capital of the partnership after considering the capital
credits given to each partners.
- lalabas na capital amount
BONUS - binibigay ng new partner going to old partner or the other way around.
- can be bonus to all or bonus to new
Bonus to old - kung si new partner ay pumapayag na ang kanyang capital na ininvest
ay mas mababa don sa matatangap niya, nagbibigay siya don sa old
- Yung negosyo ay sobrang tagal na, established na kaya pumapayag si new partner
na ang ibigay sa kanya ay mas mababang credit because mas magaling na ang mga
old partners. But eventhough, mas mababa ang kanyang natatangap pag nakapasok
siya sa partnership, makikinabang din naman sya in the long run. So inshort, para siya
ay makasali nag bibigay siya ng bonus o nagpapababa siya ng kanyang capital.
In other scenario, it can also be na ang kanyang CC ay 50,000 but ang kanyang AC ay
60,000.
Bakit pumapayag ang mga old na mas mataas ang capital ng new kesa don sa inilabas
niyang actual?
- Una, sino ba ang new, mas maaring mas magaling din naman siya, maaaring iniisip
ng old partner na kailangan nila ang new partner dahil pagnakuha ng old ang technical
expertise ng new, maaring ang kanyang net at lahat ng kakilala ay mapapakinabangan
nila in the long run. So, para makuha siya, papayag ang old na mas mababa ang
capital na kanyang maiinvest kesa don sa inooffer na capital credit at yun na nga ang
agreed capital.
ASSET REVALUATION - kung sakali na mayroong mga assets na mas mababa ang
Fair Market Value bago pa sumali ang bagong partner. Applicable for old partners
only.
- The asset revaluation ay para lamang don sa old partners dahil, sino ba ang may ari
ng lupa during 2020 - 2025.
- Ang may karapatan lang doon sa revaluation ng asset is kung sino ang partner na
nandon sa mga panahong nababago ang value.
- Magkakaroon lang ng karapatan si Partner C, after the year of 2025.
If the interest of A who passed away is sale to Partner B, the entry will be:
A, Capital xxx
B, Capital xxx
If the interest of A who passed away is sale to the outsider, the entry will be:
A, Capital xxx
D, Capital xxx
A, Capital xxx
Cash xxx
Steps: