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Chapter 11:

Partnerships
Note:

• Information included in this presentation was taken from the 17ce


PowerPoint slides belonging to the following textbook:

Dieckmann, H.; Harris, J.; and Larson, K.D. (2022) Larson


Fundamental Accounting Principles 3.0 Print Custom Textbook with
Connect Online Access (17 Canadian ed.). McGraw-Hill Ryerson Ltd.
ISBN: 9781265230869.
Learning Objectives

6.1 Summarize the characteristics of a partnership


6.2 Record the formation of a partnership
6.3 Allocate partnership income and loss
6.4 Account for the admission and withdrawal of a partner
6.5 Account for the liquidation of a partnership
Partnerships

• A partnership is an unincorporated association of two or more parties


to pursue a business for profit as co-owners.

• Partnerships are especially common in Canada for small retail and service-
based businesses. ​

• Many professional practitioners such as physicians, lawyers, and accountants


also organize their practices as partnerships.

• Two forms of partnerships are recognized by Canadian
law: general partnerships and limited partnerships.
Partnership Agreements

• Forming a partnership requires that two or more legally competent parties


agree to be partners. ​

• In Canada a partnership can be formed between individuals, corporations,


trusts, or other partnerships.

• The agreement that is established between the parties becomes


their legally binding partnership contract. ​

• While it should be in writing to protect partners in the event


of disagreement or dissolution of the business, the contract is binding even
if it is only expressed orally.
Partnership Agreements

Partnership agreements normally include the partners’:​


• Names and contributions​
• Rights and duties​
• Sharing of profit and losses​
• Withdrawal provisions​
• Dispute procedures​
• Procedures for admission and withdrawal of partners​
• Rights and duties of surviving partners in the event of a partner’s death​
Limited Partnerships

• Contain a general partner and limited partner(s).

• The general partner assumes management duties and has unlimited


liability for the debts of the partnership.

• Limited partners have no personal liability beyond the amount they have
invested in the partnership.

• Limited partners have no active role except as specified in the


partnership agreement.
Limited Liability Partnerships (LLP)

• Limited partnerships protect individual partners from the actions of other


partners.

• Limited partners are only liable up to the amounts that they have invested into
the partnership.

• All limited partnerships must have a general partner who manages the
partnership and has unlimited liability for the debts of the partnership.

• Most professional firms (accountants, lawyers, architects...) are set-up as


limited partnerships
Advantages and Disadvantages of Partnerships
Advantage Disadvantages

Easy to form Unlimited liability (for general partnerships)


Low start-up costs Difficult to find suitable partners
Access to more capital sources Potential conflict between partners
Broader base of management talent Divided authority (disagreements in decisions)
Pooled talent Partners can legally bind each other
without approval
Shared business risk Limited life
Less bureaucracy than corporations Limited tax planning opportunities
Partnership Accounting

• Accounting for a partnership is the same as accounting for


a proprietorship except for transactions directly affecting equity
because ownership rights in a partnership are divided among
partners.
• Partnership accounting:
• Uses a capital account for each partner
• Uses a withdrawals account for each partner
• Allocates profit or loss to partners according to the
partnership agreement
Partnership Accounting

• Partnership accounting is similar to accounting for a proprietorship


except for:

• Each partner records their withdrawals in their own withdrawal account.

• Each individual partners' withdrawals and share of profit/loss are closed to


their individual capital account at the end of the period.
Formation of a Partnership

• When partners invest in a partnership, their capital accounts


are credited for the invested amounts.

• Partners can invest both assets and liabilities.

• Each partner’s investment is recorded at an agreed upon


value, normally the fair market value of the assets and liabilities at
their date of transfer to the partnership.
Formation of a Partnership
On January 11, 2023, Olivia Tsang and David Breck organize as a partnership called
the Landing Zone. Their business offers year-round facilities for skateboarding
and snowboarding. Tsang’s initial net investment in the Landing Zone is $30,000, made up
of $7,000 in cash, equipment with a fair value of $33,000, and a $10,000 note
payable reflecting a bank loan for the business due in six months. Breck’s initial investment is
cash of $10,000. These amounts are the values agreed upon by both partners.
The entries to record these investments are:
Jan. 11​ Cash​ 7,000​ ​
​ Equipment​ 33,000​ ​
​ Notes Payable​ ​ 10,000​
​ Olivia Tsang, Capital​ ​ 30,000​
​ To record investment of Tsang.​ ​ ​
11​ Cash​ 10,000​ ​
​ David Breck, Capital​ ​ 10,000​
​ To record investment of Breck. ​ ​ ​
Formation of a Partnership

The balance sheet for the partnership would appear as follows immediately after the initial
investment on January 11, 2023:
Allocating Profit or Loss

• Partners can agree to any method of dividing profit or loss.

• In the absence of an agreement, the law says that profit or loss of a


partnership is shared equally by the partners.

• If partners agree on how they share profit but say nothing about losses, then
losses are shared in the same way as profit.

• Common methods to divide profit include:


• Stated fractional basis
• Ratio of capital investments
• Salary and interest allowances and any remainder in a fixed ratio.
Allocating Profit or Loss – Stated Fractional Basis

• Divides profit or loss to each partner based on a fraction of the total.

• Partners must agree on the fractional share each receives.

• Can be expressed as a ratio, a fraction, or a percentage.

• A 3:2:6 ratio would be read as follows:


• Partner 1 gets 3/11 of the profit or loss.
• Partner 2 gets 2/11 of the profit or loss.
• Partner 3 gets 6/11 of the profit or loss.
Allocating Profit or Loss – Stated Fractional Basis
• Assume the partnership agreement of Olivia Tsang and David Breck
is based on a ratio of 3:2. This means Tsang receives three-fifths or
60%, and Breck two-fifths or 40%, of partnership profit and loss.
• Assume profit of $70,000 in 2023
• Allocate profit and close income summary with the following entry:

Dec. 31​ Income Summary​ 70,000​ ​
​ Olivia Tsang, Capital​ ​ 42,000​
​ David Breck, Capital​ ​ 28,000​
​ To allocate profit and close the Income​ ​ ​
Summary account. ​
Allocating Profit and Loss – Ratio of Capital Investments

• Allocates profit or loss on the ratio of the relative capital investments


of each partner.

• Example:
• Tsang invested $30,000 and Breck invested $10,000.
• Tsang receives ¾, ($30,000 / $40,000), or 75% of any profit or loss
• Breck receives ¼, ($10,000 / $40,000), or 25% of any profit or loss
Allocating Profit or Loss – Salaries, Interest, and Fixed Ratio

• The amount of work that each partner does and the capital contributions of
partners are often not equal.

• Salary allowances can make up for differences in service contributions.


• Partners can decide to always allocate a fixed amount of income to a certain partner or
partners.

• Interest allowances can make up for unequal capital contributions.


• Partners can decide to allocate an amount of income to a certain partner or partners based
on the amount of their capital contributions.

• Partnerships may use a combination of salary and interest allowances to divide


profit or loss.
Profit Allocation – Profit Exceeds Allowance

Prepare the profit allocation for the following scenario:

• Tsang originally invested $30,000; Breck invested $10,000.


• First-year profit is $70,000.
• Tsang withdrew $20,000 and Breck withdrew $18,000.
• Annual salary allowances of $40,000 for Tsang and $25,000 for Breck.
• Interest allowances = 10% of each partner's beginning-of-year capital
balance.
• Any remaining balance of profit or loss to be shared 3:1.
Profit Allocation – Profit Exceeds Allowance

EXHIBIT 11.4
Profit Allocation – Profit Exceeds Allowance

* The closing entry for withdrawals is as follows:

Olivia Tsang, Capital 20,000


David Breck, Capital 18,000
Olivia Tsang, Withdrawals 20,000
David Breck, Withdrawals 18,000
Profit Allocation – Profit Exceeds Allowance

• The method of sharing agreed to by the Partners must be followed


even if profit is less than the total of the allowances.

• For example, assume profit was $50,000 instead of $70,000...


Profit Allocation – Profit is Less than Allowance

EXHIBIT 11.6

Income Summary 50,000


Olivia Tsang, Capital 28,750
David Breck, Capital 21,250
Profit Allocation – Loss

EXHIBIT 11.7

Olivia Tsang, Capital 13,250


David Breck, Capital 7,250
Income Summary 6,000
In-Class Problems

• Exercise 11-3
• Exercise 11-5
Partnership Financial Statements

• Partnership financial statements are very similar to those of a


proprietorship.

• The statement of changes in equity for a partnership differs:


• Each partners' capital balance is tracked:
• Beginning capital balances of each partner
• Investments made by each partner
• Withdrawals made by each partner
• Allocation of profit and loss to each partner
Partnership Financial Statements

EXHIBIT 11.8
Admission of a Partner

• To become an official partner, the purchaser must be accepted by the


current partners.

• If the existing partners agree to the new partner joining,


a new partnership is formed and a new partnership agreement is
created, outlining profit and loss allocations for the newly formed
partnership.
Admission of a Partner

Admission of a partner occurs with either:


1) Purchase of partnership interest, or
2) Investing assets in the partnership

• The partner needs to be accepted by all existing partners and a new


partnership agreement is formed.
Admission of a Partner – Purchase of partnership interest

• An existing partner’s capital is obtained by the new partner


• Assume that at the end of the Landing Zone’s third year David Breck has a
capital balance of $20,000 and he sells one-half of his partnership interest to
Cris Davis for $18,000 on January 4, 2023. Breck is selling a $10,000 recorded
interest (= $20,000 × 1/2) in the partnership. The partnership records this as:
2023​ ​ ​ ​
Jan. 4​ David Breck, Capital​ 10,000​ ​
​ Cris Davis, Capital​ ​ 10,000​
​ To record admission of Davis by purchase. ​ ​
Admission of a Partner – Purchase of partnership interest

The effect of this transaction on equity is as follows:​




• The $18,000 Davis paid to Breck is not recorded by the partnership. The partnership’s
assets, liabilities, and total equity are not affected by this transaction. ​
• Tsang and Breck must agree if Davis is to become a partner.
Admission of a Partner – Investing Assets

The invested assets become property of the partnership.

The amount invested may or may not equal the share of equity obtained.

Three possibilities:
1. Investments is equal to share of equity (no bonus)
2. Investment is greater than share of equity (bonus to original partners)
3. Investment is less than share of equity (bonus to new partner)
Admission of a Partner – Investing Assets

If Tsang ($52,000 equity) and Breck ($20,000 equity) agree to accept Davis as
a partner in the Landing Zone and Davis invests $28,000.

The entry to record Davis’s investment is:


2023​ ​ ​ ​
Jan. 4​ Cash​ 28,000​ ​
​ Cris Davis, Capital​ ​ 28,000​
​ To record admission of Davis by​investment.​ ​ ​
Admission of a Partner – Investing Assets

52% 20% 28% = 100%

• Even though Davis now has 28% equity in the net assets of the business, she does not
necessarily have a right to 28% of profit. Profit and loss allocations are a separate matter
documented in the partnership agreement.
Admission of a Partner – Bonus to Original Partners

• When the current market value of a partnership is greater than


the recorded amounts of equity, the partners usually require a new
partner to pay a bonus (premium) for the privilege of joining.

• This situation exists when the market value of net assets exceeds
their book value, which is often the case once a partnership has
established customers and has a proven track record of profitable
growth.
Admission of a Partner – Bonus to Original Partners

• Assume Tsang and Breck accept Davis as a partner with a 25%


interest, but they require Davis to invest $48,000.

• Tsang's equity is $52,00 and Breck's equity is $20,000.

• Davis' equity is determined as follows:


Admission of a Partner – Bonus to Original Partners

• Davis paid $48,000, however, received equity of $30,000.


• The $18,000 excess paid is called a bonus.
• A bonus is allocated to the existing partners according to their profit/loss
sharing ratio.
• If Tsang and Olivia split the bonus 50:50, the JE for this transaction is:
Jan. 4​ Cash​ 48,000​ ​
​ Cris Davis, Capital​ ​ 30,000​
​ Olivia Tsang, Capital​ ​ 9,000​
​ David Breck, Capital​ ​ 9,000​
​To record admission of Davis and bonus to original partners; $18,000 x ½ = $9,000.
Admission of a Partner – Bonus to New Partner(s)

• Existing partners can give a bonus to a new partner so that the new
partner’s equity is larger than their amount invested.

• This usually occurs when additional cash is needed or the new


partner has exceptional talents or business connections.
Admission of a Partner – Bonus to New Partner(s)

Tsang and Breck agree to accept Davis as a partner with a 25% interest in
total equity, but they require Davis to invest only $18,000. Davis’s equity is
determined as:
$52,000
$52,000 + $20,000
+ 20,000

• Davis paid $18,000 but received equity of $22,500 (a bonus of $4,500 to


Davis).
Admission of a Partner – Bonus to New Partner(s)

The entry to record Davis' investment is:


2023​ ​ ​ ​
Jan. 4​ Cash​ 18,000​ ​
​ Olivia Tsang, Capital​ 2,250​ ​
​ David Breck, Capital​ 2,250​ ​
​ Cris Davis, Capital​ ​ 22,500​
​ To record David’s admission and bonus;​ ​ ​
$4,500 x ½ = $2,250.​
In-Class Problems

• Problem 11-4A
• Problem 11-6A
Withdrawal of a Partner

Withdrawal of a partner occurs when:

1. The withdrawing partner sells their interest to another person, or


2. The withdrawing partner receives cash or other assets of the
partnership in settlement of their equity interest.
Withdrawal of a Partner – Partnership assets used in settlement

Similar to the possible bonus arising from the admission of a partner:

Three possibilities:
1. No bonus
2. Bonus to remaining partners
3. Bonus to withdrawing partner
Withdrawal of a Partner

• Breck withdraws from the partnership.


• The partners share profit and loss equally per the partnership
agreement.
Withdrawal of a Partner - Example

1) No bonus
• If Breck withdraws and receives cash of $38,000:
Oct. 31​ David Breck, Capital​ 38,000​ ​
​ Cash​ ​ 38,000​

2) Bonus to Remaining Partners


• If Breck withdraws and receives cash of $34,000. Bonus of $4,000 (38K-34K) is
shared equally.
Oct. 31​ David Breck, Capital​ 38,000​ ​
​ Cash​ ​ 34,000​
​ Olivia Tsang, Capital​ ​ 2,000​
​ Cris Davis, Capital​ ​ 2,000​
Withdrawal of a Partner - Example

3) Bonus to Withdrawing Partner


• If Breck withdraws and receives cash of $40,000. Bonus is $2,000 (40K-38K).
Thus, equity of original partners is reduced by the same amount.

Oct. 31​ David Breck, Capital​ 38,000​ ​


​ Olivia Tsang, Capital ​1,000 ​
​ Cris Davis, Capital ​1,000 ​
​ Cash ​ ​40,000
Withdrawal of a Partner

• Why would a partner take less than the recorded value of their equity?
• They may want to exit the partnership and will do what it takes to leave
it.

•Why would the remaining partners give a bonus to the one withdrawing?
• The remaining partners may want to remove a partner which requires
giving them an 'incentive' to leave.
In-Class Problem

• Problem 11-7A
Partnership Liquidation

Partnership liquidation is the process of closing down a business; it involves selling


partnership assets, paying business debts, and distributing any remaining cash to
owners.

Four Step Process


1. Non-cash assets are sold for cash and a gain or loss on liquidation is recorded.
2. Gain or loss on liquidation is allocated to partners using their profit-and-loss ratio.
3. Liabilities are paid.
4. Remaining cash is distributed based on the total balances in the capital accounts.
Partnership Liquidation – Capital Deficiencies

• No capital deficiency means that all partners have credit balances in their
capital accounts before the final distribution of cash.

• Capital deficiency means that at least one partner has a debit balance in
their capital account before the final distribution of cash.
• Capital deficiencies can arise from liquidation losses, excessive withdrawals, or
recurring losses in prior periods.

• The final distribution of cash depends on whether the deficient partner


can pay the deficiency or not.
No Capital Deficiency - Example

Assume Tsang, Breck, and Davis agree to liquidate their partnership.


​ Assets =​ Liabilities​ + Equity​
​ Cash​ Sporting Accum. Land​ Accounts Olivia David Cris Davis,
Facilities​
Deprec. Payable​ Tsang, Breck, Capital​
Sporting Capital​ Capital​
Facilities​
Account $168,000​ $33,000​ $18,000​ $25,000​ $20,000​ $70,000​ $66,000​ $52,000​
balances
immediately
prior to
liquidation​
No Capital Deficiency - Example

Step 4: Distribute the Remaining Cash:


• Creditors have claim to partnership assets before the partners do.

EXHIBIT 11.10
No Capital Deficiency - Example

Step 1: Record the sale of non-cash assets:


• Assume the partnership received cash of $46,000 for the assets.
Jan. 15​ Cash​ 46,000​ ​
​ Accumulated Depreciation, 18,000​ ​
Sporting Facilities​
​ Sporting Facilities​ ​ 33,000​
​ Land​ ​ 25,000​
​ Gain from Liquidation​ ​ 6,000​
​ Sold non-cash assets at a gain.​ ​ ​
No Capital Deficiency - Example

Step 2: Allocate the Gain from Liquidation to the capital accounts:

Jan. 15​ Gain from Liquidation​ 6,000​ ​


​ Olivia Tsang, Capital​ ​ 2,000​
​ David Breck, Capital​ ​ 2,000​
​ Cris Davis, Capital​ ​ 2,000​
​ To allocate liquidation gain to partners. ​ ​ ​
No Capital Deficiency - Example

Step 3: Pay debts liabilities


• Creditors have claim to partnership assets before the partners do.

Jan. 15​ Accounts Payable​ 20,000​ ​


​ Cash​ ​ 20,000​
​ To pay claims of creditors. ​ ​ ​
No Capital Deficiency - Example
Step 4: Distribute the Remaining Cash
• Notice the final balances are now $0.

EXHIBIT 11.10
No Capital Deficiency - Example

Step 4: Distribute the Remaining Cash

EXHIBIT 11.10
Capital Deficiency – Partner Pays Deficiency

• Assume Davis' capital account has a $3,000 deficiency immediately


before the final distribution of cash.
• This means that Davis owes the partnership $3,000.
• If Davis is willing and able to pay the deficit, the capital balances are:
Capital Deficiency – Partner Pays Deficiency

The entry to record the payment of the deficiency and the final cash
distributions to the partners:
Jan. 15​ Cash 3,000
Cris Davis, Capital 3,000​

Olivia Tsang, Capital​ 19,000​


​ David Breck, Capital​ 8,000​ ​
​ Cash​ ​ 27,000​
​ ​
Capital Deficiency – Partner Cannot Pay Deficiency

• If Davis is NOT willing and able to pay, the other partners must cover
the deficiency using their capital account.
• The capital balances are:
Capital Deficiency – Partner Cannot Pay Deficiency

• Since partnerships have unlimited liability, a partners' unpaid deficiency is


absorbed by the remaining partners who have credit capital balances.
• If Davis is unable to pay the $3,000 deficiency, it is shared based on the profit-
and-loss-sharing ratio.
Jan. 15​ Olivia Tsang, Capital 1,500
David, Breck, Capital 1,500
Cris Davis, Capital​ 3,000​
Olivia Tsang, Capital 17,500​
​ David Breck, Capital​ 6,500​
Cash 24,000​
​ ​ ​
In-Class Problem

• Problem 11-9A
Summary

• Partnerships have many advantages and many disadvantages.

• Partners may be given salary and interest allowances.

• Journal entries are recorded to start-up the partnership, record


investments, withdrawals, allocate profit and loss, admission and withdrawal of a
partner, and for partnership liquidation.

• A bonus may arise with the admission or withdrawal of a partner


• Liquidation differs slights in its treatment depending on whether partners have
capital or deficit positions in their capital accounts.

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