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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

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