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Dissolution of a partnership refers to the change in the to the partners based on the existing profit or loss sharing
relation of the partners caused by any partner ceasing to be agreement.
associated in the carrying out of the business.
Continuing the previous example, assume that C is to be
A partnership dissolution occurs in any of the following admitted to the partnership by purchasing from A and B
cases: 30% of their interest by paying them a total of P120,000.
1. Admission of a new partner They have determined that XYZ’ assets are undervalued and
a. By purchase that P120,000 is equal to 30% of the true net value of the
b. By investment company.
2. Retirement or Withdrawal of a partner
3. Death, incapacity or bankruptcy of a partner In this case, we have to determine first the new partnership
4. Incorporation of a partnership capital by grossing up P120,000 as follows:
to profit or loss, and the amounts should be distributed As what is shown above, the adjusted capital will be the
basis for the interest purchased. C’s admission is then
recorded as follows:
A, Capital P75,000 a Positive Asset Revaluation. On the other hand, if
B, Capital 45,000 TAC < TCC, there is a Negative Asset Revaluation.
B, Capital 120,000 Whatever the case, the resulting increase o decrease
is allocated to the old partners only based on their
Question: If a new partner is admitted by purchase, will the existing profit or loss ratio.
amount he paid affect the capital credited to him/her?
For example, assume that A and B are partners in XYZ
The answer is NO. Remember that the payment is a Partnership with capital balances of P200,000 and P100,000,
transaction between and among partners. If the amount paid respectively. They share profits and losses equally. C is to
is less than, the journal entry will be the same as if the be admitted to the partnership.
amount paid is equal to the fair value of the interest
purchased. For example, let us continue the example above. Case 1: Assume that he is to invest P100,000 for a 25%
But this time, we assume that the adjusted total capital is interest. Partnership capitalization is P400,000.
still at P400,000 and C only paid P100,000. The P20,000 In this case, TAC is P400,000 as indicated by the word
loss will be realized only by the partners themselves and the capitalization. Also, TCC is P400,000 computed by adding
entry will be the same as follows: all contributions (P200,000 + P100,000 + P100,000). This
A, Capital P75,000 means that there is no asset revaluation since TAC = TCC.
B, Capital 45,000 Meanwhile, C’s capital credit of P100,000 computed as
B, Capital 120,000 P400,000 x 25% is equal to his actual contribution of
P100,000. This means that there is no bonus. Thus, the
The same goes when the amount paid is above the fair value
journal entry is as follows:
of the paid interest. For example, let us continue the
example above. But this time, we assume that the adjusted Cash P100,000
total capital is still at P400,000 and C paid P150,000. The C, Capital P100,000
P30,000 gain will be realized only by the partners
themselves and the entry will be the same as follows: Case 2: Assume that he is to invest P100,000 for a 20%
interest. Partnership capitalization is P400,000.
A, Capital P75,000
B, Capital 45,000 In this case, TAC is P400,000 as indicated by the word
B, Capital 120,000 capitalization. Also, TCC is P400,000 computed by adding
all contributions (P200,000 + P100,000 + P100,000). This
Admission of a new partner by investment means that there is no asset revaluation since TAC = TCC.
In this situation, the investment is a transaction between the Meanwhile, C’s capital credit of P80,000 computed as
existing partnership and the new partner. This means that P400,000 x 20% is less than his actual contribution of
through the new partner’s investment, partnership assets will P100,000. This means that there is bonus to old partners
increase as well as the total capital of the partnership. amounting to the difference of P20,000. Thus, the journal
entry is as follows:
But before we proceed, let us define the following terms
first: Cash P100,000
C, Capital P100,000
Total Agreed Capital (TAC)
- This pertains to the gross capitalization the partners C, Capital P20,000
agreed after the admission of the new partner. A, Capital P10,000
Total Contributed Capital (TCC) B, Capital 10,000
- This simply pertains to the sum of the contributions But, the two entries above may be done as follows:
of the old partners and the new partner.
Cash P100,000
Capital Credit C, Capital P80,000
- This pertains to the amount of capital credited for a A, Capital 10,000
partner computed as TAC x percentage interest in B, Capital 10,000
the partnership.
Case 3: Assume that he is to invest P100,000 for a 35%
Bonus interest. Partnership capitalization is P400,000.
- When the actual contribution of the new partner is
greater than his/her capital credit, there is a bonus In this case, TAC is P400,000 as indicated by the word
to old partners. On the other hand, when his/her capitalization. Also, TCC is P400,000 computed by adding
actual contribution is lesser than his/her capital all contributions (P200,000 + P100,000 + P100,000). This
credit, there is a bonus to new partner. means that there is no asset revaluation since TAC = TCC.
Meanwhile, C’s capital credit of P140,000 computed as
Asset Revaluation P400,000 x 35% is greater than his actual contribution of
- When TAC is not equal to TCC, there is asset P100,000. This means that there is bonus to new partner
revaluation. When TAC > TCC, there is said to be
amounting to the difference of P40,000. Thus, the journal Cash P100,000
entry is as follows: A, Capital 12,500
B, Capital 12,500
Cash P100,000
C, Capital P125,000
A, Capital 20,000
B, Capital 20,000 Note that we used “Assets” to make the illustration easier to
C, Capital P140,000 understand. But in actual, specific asset accounts should be
debited for positive asset revaluation.
Case 4: Assume that he is to invest P100,000 for a 20%
interest. Partnership capitalization is P500,000. Case 7: Assume that he is to invest P100,000 for a 20%
interest.
Assets P100,000
A, Capital P50,000 In this case, TAC is not indicated. We could approach this
B, Capital 50,000 scenario in two different ways. The first one is bonus
method where we assume that TAC = TCC. The second one
Cash P100,000 is the asset revaluation method where we assume that TAC
C, Capital P100,000 is not equal to TCC.
Note that we used ‘Assets’ to make the illustration easier to Bonus Method. In this case, TAC = TCC which is P400,000
understand. But in actual, specific asset accounts should be computed by adding all contributions (P200,000 + P100,000
debited for positive asset revaluation. + P100,000). Thus, there is no asset revaluation. Meanwhile,
C’s capital credit of P80,000 computed as P400,000 x 20%
Case 5: Assume that he is to invest P80,000 for a 25% is lesser than his actual contribution of P100,000. This
interest. Partnership capitalization is P320,000. means that there is bonus to old partners amounting to the
In this case, TAC is P320,000 as indicated by the word difference of P20,000. Thus, the journal entry is as follows:
capitalization. However, TCC is P380,000 computed by Cash P100,000
adding all contributions (P200,000 + P100,000 + P80,000). C, Capital P80,000
This means that there is a negative asset revaluation A, Capital 10,000
amounting to the difference of P60,000 since TAC < TCC. B, Capital 10,000
Meanwhile, C’s capital credit of P80,000 computed as
P320,000 x 25% is equal to his actual contribution of Asset Revaluation Method. In this case, we compute TAC
P80,000. This means that there is no bonus. Thus, the by grossing up the new partners contribution. Thus, TAC is
journal entry is as follows: P500,000 computed as P100,000 / 20%. However, TCC is
only P400,000 computed by adding all contributions
A, Capital P30,000 (P200,000 + P100,000 + P100,000). This means that there is
B, Capital 30,000 a positive asset revaluation amounting to the difference of
Assets P60,000
P100,000 since TAC > TCC. Meanwhile, C’s capital credit
of P100,000 computed as P500,000 x 20% is equal to his
Cash P80,000
actual contribution of P100,000. This means that there is no
C, Capital P80,000
bonus. Thus, the journal entry is as follows:
Note that we used “Assets” to make the illustration easier to
understand. But in actual, specific asset accounts should be Assets P100,000
A, Capital P50,000
credited for negative asset revaluation.
B, Capital 50,000
2. Account for the asset revaluation For example, to continue the previous example, assume
instead that C sold his interest to A and B for P630,000.
A, Capital P30,000
Both will buy 50% of the sold interest for P315,000 pesos
B, Capital 30,000
each.
C, Capital 30,000
Assets P90,000 The journal entry for this is as follows:
3. Close the withdrawals C, Capital P780,000
A, Capital P30,000 Loans Receivable – C P150,000
B, Capital 20,000 A, Capital 315,000
C, Capital 40,000 B, Capital 315,000
A, Drawings P30,000
B, Drawings 20,000 Question: If A pays less, for example, P300,000, will the
C, Drawings 40,000 journal entry be different?
With these entries, we can now determine the interest of the NO. See admission of a partner discussion on this.
partners as follows: Question: If B pays more, for example, P350,000, will the
A B C Total journal entry be different?
Unadjusted
P700,000 P800,000 P750,000 P2,250,000 NO. See admission of a partner discussion on this.
capital balance
Share in profit 100,000 100,000 P100,000 300,000
Asset revaluation (30,000) (30,000) (30,000) (90,000)
3. Sold to the partnership
Drawings (30,000) (20,000) (40,000) (90,000) - In this case, assets will be given to the exiting
Adjusted capital
P740,000 P850,000 P780,000 P2,370,000 partner or a liability may be recognized. This
balance
means that total adjusted capital before and after
Add: Loans to
- 100,000 - 100,000 dissolution is not equal.
partnership
Less: Loans from
(90,000) - (150,000) (240,000) - Settlement may be equal to the calculated interest
partnership
of the exiting partner, more, or less. In the case of
Total partner’s
P650,000 P950,000 P630,000 P2,230,000 settlement that is either more than or less than the
interest
calculated interest, two methods maybe used, total reduction in value, we gross up the difference by
namely, bonus method and asset revaluation dividing the amount with C’s profit or loss share of 1/3 as
method. follows:
Case 1: To continue with the previous example, assume Total value reduction = P30,000 / (1/3) = P90,000.
instead that C sold his interest to the partnership. The A, B and C’s individual share in the value reduction is
partners agreed to settle C’s interest by paying P630,000. (P90,000 / 3) P30,000.
For this, since the cash payment of P630,000 is equal to C’s The journal entry for this is as follows:
adjusted interest of P630,000, there is no bonus. The journal
entry for this is as follows: A, Capital P30,000
B, Capital 30,000
C, Capital P780,000 C, Capital 30,000
Loans Receivable – C P150,000 Assets P90,000
D, Capital 630,000
C, Capital P750,000
Case 2: To continue with the previous example, assume Loans Receivable – C P150,000
instead that C sold his interest to the partnership. The Cash 600,000
partners agreed to settle C’s interest by paying P600,000.
To illustrate the grossing up process when the profit or loss
In this case, C is paid less than his calculated interest. We ratio is not equally, assume instead that A, B, and C has a
may opt to solve this in two different ways as follows: 5:3:2 profit or loss ratio. C’s Capital balance is still at
Bonus Method. For this, since the cash payment of P780,000 and partnership’s loan receivable from C is still at
P600,000 is less than C’s adjusted interest of P630,000, P150,000. For C’s exit, the partnership paid him P600,000.
there is bonus to the remaining partners which means that In this case, there is negative asset revaluation since the
their capital balances will be increased. Then, we simply payment of P600,000 is less than C’s adjusted interest of
have to distribute the difference of P30,000 among the P630,000. To reduce C’s interest to P600,000, assets must
remaining partners based on their remaining profit or loss be decreased in a way that C’s share in the value reduction is
ratio. The entry is as follows: P30,000. So, to get the total reduction in value, we gross up
C, Capital P780,000 the difference by dividing the amount with C’s profit or loss
Loans Receivable – C P150,000 share of 2/(5+3+2) or 2/10 as follows:
Cash 600,000
Total value reduction
A, Capital 15,000
B, Capital 15,000 P30,000 / (2/10) = P150,000
To illustrate the sharing of difference when the profit or loss A’s share in the value reduction
ratio is not equally, assume instead that A, B, and C has a P150,000 x 5/(5+3+2) = P150,000 x 5/10 = P75,000
5:3:2 profit or loss ratio. C’s Capital balance is still at
B’s share in the value reduction
P780,000 and partnership’s loan receivable from C is still at
P150,000. For C’s exit, the partnership paid him P600,000. P150,000 x 3/(5+3+2) = P150,000 x 3/10 = P45,000
In this case, there is still a bonus to old partners since the C’s share in the value reduction
cash payment of P600,000 is less than C’s adjusted interest P150,000 x 2/(5+3+2) = P150,000 x 2/10 = P30,000
of P630,000. Also, the remaining profit or loss ratio is 5:3 The journal entry for this is as follows:
for A and B, respectively. We compute their share in the
P30,000 difference as follows: A, Capital P75,000
B, Capital 45,000
A = P30,000 x 5/(5+3) = P30,000 x 5/8 = P18,750 C, Capital 30,000
B = P30,000 x 3/(5+3) = P30,000 x 3/8 = P11,250 Assets P150,000