Partnership is formed by an agreement between two or more people to carry on a business together and share the profits. A partnership combines the skills and resources of the partners. When a new partnership is formed, a new set of books is typically opened to record the assets and liabilities contributed at their agreed upon fair values. The capital accounts of each partner are credited for their contributions, creating separate drawing and capital accounts for each partner.
Partnership is formed by an agreement between two or more people to carry on a business together and share the profits. A partnership combines the skills and resources of the partners. When a new partnership is formed, a new set of books is typically opened to record the assets and liabilities contributed at their agreed upon fair values. The capital accounts of each partner are credited for their contributions, creating separate drawing and capital accounts for each partner.
Partnership is formed by an agreement between two or more people to carry on a business together and share the profits. A partnership combines the skills and resources of the partners. When a new partnership is formed, a new set of books is typically opened to record the assets and liabilities contributed at their agreed upon fair values. The capital accounts of each partner are credited for their contributions, creating separate drawing and capital accounts for each partner.
PART 1: PARTNERSHIP FORMATION admission of a new partner, death,
NATURE OF PARTNERSHIP- by contract bankruptcy, withdrawal pf any partner,
of co-partnership, two or more person voluntary dissolution by the partners, or may continue may contribute money, by involuntary dissolution such as PPE, or industry to a common fund with through bankruptcy proceedings. the intention of dividing the profits - A partnership may also come to an among themselves. end upon the completion of the -Two or more person may also form a objective or goal for which the partnership for the exercise of a partnership was formed. profession Division of profits among partners- primary purpose of a partnership is to A partnership is characterized by the earn profits and to divide the same following among the partners in conformity with Voluntary agreement- perfected by the terms of partnership agreement. mere consent, that is upon express or implied agreement of two or more person. Articles 1771 and 1772 of the New Civil Mutual contribution of money, Code require the partnership contract to be property, or industry to a common in the public instrument when immovable fund- in order to become a partner in a property or real rights are contributed partnership, one must contribute money there to or when partnership capital is at and/ r property to a common fund . least three thousand pesos. -Without the element of mutual contribution, there can be no Kinds of Partners partnership. a) Nature of contributions Co-ownership of property- No partner b) Partners’liabilities to third person owns any particular piece of partnership c) Partners’interest or obligation to property. the business Mutual Agency- partnership is legally held responsible for the acts of any Nature of contributions, a partner may partner as long as those acts relate to the be classified as normal partnership activities. -Partnership is not bound by an act Capitalist partner- one who contributes committed by any of the partners that is money,or property into the partnership considered beyond the scope of the Industrial partner- One who contributes partnership business. only his industry or services to the Unlimited liability- Each partner is held partnership personally liable for all the debts of the Capitalist- industrial partner- one who firm. contributes money or poverty as well as -When all partnership assets are his services to the partnership exhausted and there are still partnership obligations that have not been settled, the Liabilities to third persons, a partner partnership creditor can claim from the may be classified personal assets of the partners. General partner- one whose liability to Limited Life- Legal life of the partnership creditors extends to his partnership terminates with the personal separate property Limited partner- one whose liability to themselves, as well as all the profits third persons is limited to the capital which they may acquire therewith. contribution Universal partnership of profits- all Interest in or obligations to the that the partners may acquire by their business, partners may be classified as industry or work during the existence of the partnership Managing partner- one who manages Particular partnership- its object the affairs of the business determine things their use of fruits, or Secret partner- is not known by third specific undertaking, or the exercise of a parties to be a partner in the business profession or vocation. but takes active part in the business. Silent partner- one who does not take As to duration, the partnership is active part in the business but is known either a partnership at will or a by third parties to be a partner in the partnership with a fixed term business. Dormant partner- one who does not Partnership at will- is one in which no take active part in the business and is time or period is specified for its existence not known by third parties to be partner and is not formed for a particular Ostensible partner- one who takes undertaking or venture. This may be active partner and known to the public terminated anytime by mutual agreement as a partner in the business, whether or of the partners or by the will of any one not he has an actual interest in the firm . partner alone. Classification of Partnership Partnership with a fixed term- the As to the liability of the partners, a term for which the partnership will exist partnership may be classified either as is fixed or agreed upon. Also applies to a general or limited partnership that is formed for a General partnership- all partners are particular objective or undertaking. general partners, which means the liability of all partners to the partnership Purpose, a partnership is either creditor extend to their personal separate commercial/ trading or professional property. LImited partnership- composed of one Commercial or trading partnership - or more general partners and one or more organized to undertake business limited partners. A limited partnership transactions such as merchandising or shall bear the word Limited. manufacturing transaction. As to object, a partnership is either Professional partnership- formed for the universal or particular. practice of a profession, such as auditing Universal partnership of all present firm, law firm, and similar profession. property- partners contribute all the property which actually belongs to the them to a common fund, with the intention of dividing the same among ADVANTAGES AND DISADVANTAGES OF which generally are the fair values of the A PARTNERSHIP assets at the time of contribution. Partnership is preferred over a sole proprietorship because of the ff The admission of an industrial partner is reasons: recorded through a memorandum entry, 1) The skills and talents of two or stating that fact and his or her share more individuals can be profit. combined.This could also lead to In some cases, a partnership is formed dividing the management when a proprietor invites some individual functions among more than one or another proprietor in the same line of person. business to join him or her to avoid 2) Has the capacity to generate more competing with each other or to expand capital their operations. Although the old set of books of one of the Consequently, the formation of a old proprietors may be used for the partnership rather than a sole partnership transaction, it is preferable to proprietorship has some disadvantages use a new set of books since a new basis as follows: of accountability arises upon the formation 1) There is always the possibility of of the partnership. conflicts between or among partners arising from differences Assume that the partnership would use in decision-making a new set of books 2) Has limited life In the individual books of both entity 3) Characteristics of mutual agency ● Respective assets and liabilities of partnership may be considered shall be adjusted, debiting or a disadvantage. Partnership was crediting directly the capital liable for the unscrupulous and accounts wrongful acts of any partner. ● All accounts shall be brought to 4) The characteristics o unlimited zero balances liability could bring the business In the new set of books of the partnership risk of the partner extending to his ● The assets and liabilities received personal assets. from the entity shall be recorded. Accounting for a partnership The PPE accounts are taken up Formation the agreed F.V., without transferring to the books of the -One primary difference between a partnership the related partnership and a single proprietorship is accumulated depreciation. The that there are separate drawing and creation of the partnership gives capital accounts for each partner in rise to a new basis of partnership. accountability, such that the fair -when non-cash assets are contributed values at the date of contribution by a partner , these assets are recorded are the cost basis for PPE. at values agreed upon by all partners, ● Cash contributed coming from the single proprietorship shall be increased or decreased to bring -Partnerships, except general professional their respective capital balances. partnerships, are subject to a corporate income tax rate .The income tax of a The adjustments to accounts receivable, partnership is reported as an expense but building, and furniture and equipment is shown separately in the I.S. The profit are made through their related valuation then after deducting the income tax,is the accounts. Thus, to decrease the amount dividend among the partners amortized cost of Accounts receivable, the allowance for uncollectible accounts is Division of Profits and Losses credited. Partners may consider various factors in -To decrease the Carrying value of the determining how equitably and fairly the Building, the accumulated depreciation partnership P/L shall be divided among account is credited; and to increase the themselves. The factors include : carrying value for furniture and 1) The time spent by each partner in equipment, the related accumulated overseeing or managing activities depreciation account is debited. of the partnership 2) The capital contribution of each of Note that the Building and Furniture and the partners Equipment accounts are carried forward to 3) The managerial or technological the books of the partnership at their new skills of one or some of the cost basis. The accumulated depreciation partners balances are netted against the asset 4) Level of a partner’s influence on accounts. the environment partnership is operating The allowance for uncollectible accounts, The following are some examples of how on the other hand, is not netted against partners may divide profits and losses: the accounts receivable, since the 1) In an arbitrary ratio allowance reflects the accounts that are 2) In the ratio of the partner's capital estimated only to be uncollectible. balances ● Beginning capital ratio PART 2: PARTNERSHIP OPERATION ● Ending capital ratio ● Average capital ratio -Partners in a partnership agree to divide 3) Allowance for interest on capital profit and losses among themselves. A balances and the remainder of stipulation in the partnership contract, profit in an agreed ratio which excludes one r more partners from 4) Allowance for salary and/or bonus any share in the profit or losses is and remainder of profit agreed considered void. ration -In the process of closing the books of the 5) Allowance for interest on capital partnership, income, and expense balances, allowance for and/or accounts are transferred to the Income bonus, and the remainder of profit Summary account. The resulting credit in an agreed ratio. balance in the I.S. account represents The profits and losses shall be divided in profit, while the resulting debit balance conformity with the partners agreement. represents a loss. Any partnership loss shall be divided in the same manner as profit when the f) Civil interdiction of any partner agreement provides only for the manner g) Any event which makes it of dividing profit. unlawful for the business of the partnership to be carried on or for The Pro-forma journal entry to record members to carry it on in the the distribution of profit to the partnership partners is as follows -any change in partnership ownership caused by any of the foregoing result in Income Summary xx partnership dissolution, because the Y, drawing xx original relationship between the partners X, drawing xx is terminated, without regard as to whether or not the partnership wil In situations where the Profit is not continue operations sufficient to provide the interest and salary allowances, or in worse situations Partnership dissolution- change in the where the partnership incurs a loss of original relationship of the partners interest and salary allowances are caused by any partner ceasing to be provided for in full. Any resulting loss is associated in the partnership. divided by the ratio agreed upon by the -does not refer to the termination of partners business activities, thus the original relationship between or among partners PART 3: CHANGES IN PARTNERSHIP withdraws from a partnership, the OWNERSHIP original relationship between or among -Additional capital may be required by the partners ends, and a new relationship firms in an attempt to compete within the between the remaining partners is business environment where the created. company operates. This may induce existing partners to invite additional Partnership Liquidation- is the process persons to infuse capital into the entity. of winding up the affairs of the partnership and affects the interest of the In some instances, legal provisions may parties. It is a complete termination of cause a partner to cease association with the partnership operations, accompanied the partnership by the realization of assets, payment of liabilities, and distributions of remaining The change in partnership ownership assets to the partners. may be caused by any of the following a) Admission of a new partner Admission of a New Partner b) Withdrawal of an old partner The admission of new partner may be c) Voluntary dissolution of the necessitated by: partnership by the [artners a) Additional capital requirement d) Involuntary dissolution through necessary for expansion of bankruptcy proceedings business operation e) Termination of the definite term or b) Required technical knowledge that particular undertaken specified in can be provided by an incoming the agreement partner c) Business advantage that can be personal gain or loss to selling partner or contributed by an incoming partners. partner on account of the degree -In some cases, the amount invested by of his/her personal influence in an incoming partner may not be the the business environment in amount that is credited to his/her capital which the partnership operates. account. This indicates that the partners both old and new , acknowledge that The admission of a new partner required either the old partners or the new partner the consent of all partners because a contribute unidentifiable advantage into partnership is governed by mutual trust. new firm. This may be due to the technical ability or managerial ability of Before recording the admission of an the old or new partners, favorable income partner, the books of the business location of the partnership, partnership must be adjusted and closed. product superiority and other factors. Asset and liabilities, ideally, should be brought to their F.V. or agreed-on values to Bonus- transfer of equity . If the amount determine a fair valuation of the equities of credited to the new partner’s capital the old partners. account does not equal the new partner’s actual contribution, there is a transfer of A new partner may be admitted into the equity either from the old partners to the partnership either by purchase of interest new partner or from the new partner to from one or more partners or by the the old parties investment of money or other resources in the partnership. Capital credit to New Partner ≠ New Partner’s Actual Investment => Purchase of Interest- is a transaction Difference is bonus whereby an incoming partner buys all or part of the equity of an existing partner or Capital Credit to New Partner > New partners in a partnership. Thus, the Partner’s Actual Investment => the transaction involves a transfer of capital difference is bonus to new partner from an existing partner to an incoming partner. Capital Credit to New Partner < New -purchase price is an amount that is Partner’s Actua Investment => agreed upon by the incoming partner and Difference is bonus to old partners the selling partner. The amount of equity purchased by the incoming partner is not Similar to accounting for the purchase of necessarily equal to the purchase price. interest from an old partner, an Any difference between the purchase investment of asset by a new partner that price and the purchase equity is personal results in total partner’s equity different gain or loss of the selling partner. from actual total contribution of the old -the records of the partnership do not partners and new partner may indicate recognize the amount of payment made that some assets or liabilities of the by the incoming partner of the selling partnership are overvalued or partner or partners, without regard as to undervalued. In such a case, an entry whether the transaction results in a should first be taken up to revalue the partnership assets and liabilities to fair C. Settlement is for an amount less values. than the capital balance of the retiring partner - A settlement RETIREMENT OR DEATH OF A price paid to the retiring partner PARTNER- also dissolves a partnership which is less than his/her interest because of the change in ownership. The in the partnership may imply that accounting procedures for the admission the partnership assets are of a partner are also applied upon death overvalued. In such case an or withdrawal of a partner. Books should adjustment shall be made to be adjusted to determine partnership P/L eliminate the overvaluation of that during the reporting period up to the date asset. of death or retirement of the partner. D. Withdrawal by selling the -The equity of the retiring or deceased interest to the remaining partner should be settled. If settlement partners- a partner may also cannot e practically completed retire from the partnership by immediately, the capital account of the selling his/her interest to the retiring or deceased partner should be remaining partners or to a new converted into a liability . partner. The accounting procedures for this mode of Depending on what has been agreed retirement are similar to the upon, the amount of settlement may either procedures to account for the be (a) carrying amount (b) more than the admission of a new partner by carrying amount ( c) at less than the purchase of interest. carrying amount of the equity of the -after recording the retirement by retiring partner or decreased partner. sale of interest, the adjusted capital balance of the retired A. Settlement is equal to the partner should have been capital balance of the retiring transferred to the buyer’s capital partner - The settlement is equal account. to the C.A. of partner’s interest, as he is to be paid a certain amount, PART 4: PARTNERSHIP LIQUIDATION which is equal to his capital Dissolution is the charge in the original balance. relationship of the partners in a B. Settlement is for an amount partnership. Upon dissolution, the more than the capital balance of partnership, under a new agreement, the retiring partner- The amount may carry on its activities, or it may wind to be paid to the partner is more up to its operations and terminate both than the carrying amount of his its legal and business entity. capital. The excess of cash - If the partnership winds up its settlement over the carrying affair and terminated its amount of partner’s equity may operations, the dissolution is indicate that some asset were followed by liquidation undervalued, or some liabilities A partnership may be liquidated for a were overvalued. number of possible reason a) Partnership may be suffering from shall rank in the following order of financial distress and continuing priority) the operations of the entity may -Those owing to creditors other only worsen the financial than partners condition of the firm. -those owing to partners other b) Partnership organized for a than for capital and profits particular undertaking or purpose -those owing to partners in respect may liquidate once the specific of capital undertaking or purpose has been -those owing to partners in respect completed or accomplished. of profit. c) If the partnership was organized with a fixed term, the termination The process of liquidating the partnership of such period would also cause is summarized in a statement of its liquidation. partnership liquidation. This statement d) A court order, for some reason, could serve as the basis for journal entries may likewise result to a during the liquidation process. partnership liquidation e) In some instances the partner may Any gain or loss, may first be credited or simply agree to voluntarily charged to Gains or Loss on the terminate the operations of the Realization account, and then partnership as operation of the subsequently closed to the capital entity may not be mutually accounts of the partners, the amount being beneficial anymore to the partners divided according to the partner’s P/L ratio Lump-sum liquidation- if partnership liquidation is completed within a If after the distribution of Gain or loss on reasonably short period time, such that realization, and the capital balances of all all the non-cash assets are immediately the partners still show positive amounts. realized and cash is immediately The payment to partners in respect of loan distributed to creditors and partners. and capital balances immediately follows the payment to creditors. Installment liquidation- the liquidation process extends over a considerable When a partner is insolvent, care must be period of time because of the difficulty of taken in exercising the right of offset, as converting all the non-cash assets into the interest of the partner’s personal cash . In this case, cash is distributed to creditors must be considered. Partner’s creditors and partners as it becomes loan to the partnership form part of his available. personal assets. The personal creditor would have a prior claim on this loan Liquidation Process balance. ● Conversion of non-cash assets into cash ( process of realization) PART 5: FOMATION AND SHARE ● Distribution of cash ( the CAPITAL TRANSACTION distribution of partnership assets NATURE OF A CORPORATION- REvised Corporation Code of the Philipines defines corporation as an artificial being shareholder’s interest or shares of created by operation of law, having the stock. right of succession and the powers, - Succession, however, does not attributes and properties expressly mean immortality of the authorized by law or incidental to its corporation. The corporate life or existence term is for a period not exceeding 50 years at the time of the date of Corporation is characterized by the incorporation. following: 4) Powers, attributes and 1) Separate legal existence- the properties expressly authorized corporation acts in its own name, by a law or incident to its rather than in the name of its existence shareholders. Some of the a) Express power, which consequences that may arise from refers to those granted by the separate legal personality of a law or enumerated in its corporation are as follows: articles in incorporation. ● A corporation is liable for all b) Incidental powers- those contracts lawfully entered into by necessary for corporate its officers existence and which can be ● Corporation can sue and be sued exercised. in its own name c) Implied powers- those ● The assets of a corporation are derived from the express separate from those of its officers powers and incidental or member powers. ● Corporate are not the liabilities of 5) Limited liability of shareholder- any of its shareholders or officers The owners of the corporation are 2) Created by operation by law- liable to the corporate creditors up corporation by a general law that to the extent of what they have authorizes and regulates it contributed to the corporation . creation. A corporation cannot be 6) Corporate management- created by a mere agreement vested in the BOD. The members between the parties wishing to of the BOD are elected by the organize. The organization of shareholders. The members of the private corporation in the BOD elect the officers among Philippines is governed by R.A. themselves 11232 or the Revised Corporation 7) Government regulations code of the Philippines These regulations have the 3) Right of succession- refers to the purpose of protecting the interest corporation’s capacity of of the owners, since most owner continuous existence, not do not actively participate in the considering the death, withdrawal, day-to-day management of the or intercapacity of the individual company member or shareholders and regardless of the transfer of the Classes of Corporation Domestic Corporation- Organized and make any public offering of its shares of incorporated under the Philippine laws; stocks. whereas, foreign corporation is organized Eleemosynary corporation- and incorporated under foreign laws. Corporation that is established for charity Public corporation- created for the Civil corporation- established for purpose of governing a particular business or profit. segment of the state such as De jure corporation- one that exists in municipalities, and cities. fact and in law. Private Corporation- organized by De facto corporation- one that exists in private individuals for private purpose, fact and not in law. aim or benefits. Quasi-Public Corporation- private COMPONENTS OF A CORPORATION corporation that has accepted a grant Corporators- those who compose the from the state, or a franchise to perform corporation whether shareholders or public duties.The are also known as members public utilities or public service Incorporators-those mentioned in the corporations, such as electric, water etc. articles of incorporation as originally Stock Corporation- is one whose forming and composing the corporation ownership is divided into units called and who executed and signed the articles shares of capital stock. Corporation is of incorporation authorized to distribute dividends to the Shareholder- corporators in a stock holder of such shares on the basis of the corporation and are the owners of the number of shares held. shares of stock in a stock corporation. Non-stock corporation- one that is not Member-are the corporation in a organized for profit. It may be religious, non-stock corporation social, scientific etc. Promoters-person who bring about or Ecclesiastical Corporation- Organized cause to bring about the formation and for religous purposes primarily composed organization of a corporation by bridging of spiritual persons. together the incorporators. Lay Corporation- one organized for Subscribers- are the person who have non-religous purposes. agreed to take and pay for original, Open Corporation- may be offered to unissued shares of a corporation formed public or to be formed. Listed corporation- one whose shares Underwrites- person, usually investment are traded in stock exchange. bankers, who undertake the public sale Over-the-counter corporation- one or subscription of share. whose shares are traded in a market in which securities dealers buy and sell THE PROCESS OF INCORPORATION directly from and to the public. 1) Promotion Closely-held corporation- one whose 2) Incorporation ownership is limited to few persons and 3) Formal organization and its shares are not available for purchase commencement of business by the public. operation Close corporation- does not list its shares in any stock exchange nor does it By laws of corporation - is a supplement The term share capital generic term used to the articles of incorporation and for preference and ordinary share. If the contains provisions for the internal class of share capital specified, specific administration of the corporation. terms as preference share capital and ordinary shares capital. CORPORATE CAPITAL STRUCTURE b) Issuance of share capital for cash Share Capital- amount fixed, usually by Memorandum entry method the corporate charter, to be subscribed Cash xx and paid in or secured to be paid in or Share Capital xx secured to be paid in by the shareholder Journal Entry Method of a corporation either in money or in Cash xx property, labor or services. Unissued Share Capital xx Par value- value of each share of stock c) Subscription of share capital specified in the articles of incorporation (assume that issue price is equal to par and in the share certificate. or stated value) Share certificate- written Memorandum entry method acknowledgment by a corporation of the Subscription Receivable xx shareholder’s interest or ownership in the Subscribed Share Capital xx corporation Journal Entry Method Preference Share- preference share is Subscription Receivable xx generally issued with par value and an Subscribed Share Capital xx annual dividend rate expressed in d) The full amount of the subscription percentage or peso amount per share. price is collected and shares are Ordinary Share- normally entitling correspondingly issued holder to all the basic rights of a Memorandum entry method shareholder. Cash xx Subscription Receivable xx ACCOUNTING FOR SHARE CAPITAL TRANSACTIONS Subscribed Share Capital xx Share Capital xx Authorized Share Capital Journal Entry Method Cash xx The use of the memorandum entry Subscription Receivable xx method and the entry method and the journal entry method is illustrated below Subscribed Share Capital xx and on the following page Unissued Share Capital xx Authorization to issue share capital The only difference between the Memorandum entry method memorandum entry method and the Authorized to issue xx shares of capital journal entry method is the account title is share with total par value xxx credited upon the issuance of share capital Journal entry method Under the memorandum entry method, the Unissued share capital xx balance of the Share Capital account Authorized Share Capital xx represents the total par value of the share -expenditures incurred in organizing an capital issued to the shareholder entity are not qualified to be reported as asset, and such, these expenditures are Under the journal entry method, the recorded as expenses. balance of unissued Share Capital account is deducted from the balance of the Professional and clerical fees xx Authorized Share Capital to arrive at the Ordinary Share Capital xx amount of share capital issued to the Share premium-ordinary xx shareholder. Issuance of preference share capital and ordinary share capital for a lump Issuance of ordinary share capital for sum amount cash at more than par value Wen two classes of share capital are When the amount of cash received from issued for a lump-sum amount the total the issuance of ordinary share capital is amount received should be allocated to greater than the total par value of the the two classes of share capital based on share, the excess is recorded in the the total fair market value of the shares accounts as an additional paid-in capital issued. appropriately titled as Share premium Cash xx Cash xx Ordinary share Capital xx Ordinary Share Capital xx Share Premium-Ordinary xx Share Premium- Ordinary xx Preference Share capital xx Issuance of ordinary share capital in Share premium xx exchange for non-cash assets or property Sales of share capital on a subscription When ordinary share capital is issued in basis exchange for assets other than cash, the asset is recorded at its fair market value Subscription receivable-Ordinary xx or the fair market value of the shares, Subscribed Ordinary Share C xx whichever is more clearly determinable Share Premium-Ordinary xx Asset xx Assuming that a cash collection is made Ordinary sare capital xx from subscriptions receivable, a proforma Share premium-Ordinary xx journal entry to record such a collection Issunace of ordinary share capital in Cash xx exchange for services rendered Subscripton Receivable xx When ordinary share capital is issued in exchange for legal and clerical services When the subscription price is already rendered during the incorporation stage, collected in full, stock certificates are an expense account is debited for the fair issued and the final collection is market value of the services rendered or accompanied by the ff journal entry to the fair market value of the shares record the issuance of stock certificate issued. Subscribed Ordinary share Capital xx Ordinary Share Capital xx Accounting for No-Par Shares Cash xx Ordinary share capital xx Share Premium- Exces / stated value xx No par, no stated value share Cash xx Ordinary Share Capital xx