Partnership Dissolution
Partnership Dissolution
Introduction
Introduction
A business conducted as a partnership usually has changes in ownership during
its existence. In this chapter, we discuss the changes in ownership that do not
result in the termination of the partnership operations or of the partnership as a
separate business and accounting entity. Such change in ownership s termed as
dissolution. Partnership dissolution is defined as "the change in the relation of
the partners caused by any partner ceasing to be associated in the carrying on
as distinguished from the winding up of the business." Dissolution ends the
association of partners for their original purpose.
Unlike corporation, changes in ownership structure are events that require
special accounting treatment.
Accounting for Partnership Dissolution
Accounting for a partnership is influenced by the propriety theory,
which views a partnership not as a distinct entity, but rather, as a
group of individual investors. Measuring changes in the equity of the
individual partners is a major aspect of partnership accounting.
Because ownership changes result in the dissolution of the
partnership, this provides an excellent opportunity for structure of
the partnership which is presumed to be arm's length transactions
that reflect the current value of the partnership.
Capital Interest versus Profit and Loss Interest
In preparing partnership agreement, the partners must recognize
that there is a distinction between a partner's capital interest and
his/her interest in income and losses subsequently reported in the
partnership.
A partner's capital interest is a claim against the net assets of the
partnership as shown by the balance in the partner's capital
account. An interest in profit and loss determines how the partner's
capital interest will increase or decrease as a result of subsequent
operations.
In some cases, the relationship of the capital accounts to one
another does not correspond with the partner's profit and loss ratio.
Capital balances are historical cost figures. As describe earlier, a
partner's capital interest may change over time because they result
from contributions and withdrawals made throughout the life of the
business as well as from the allocation of partnership income.
Therefore, any correlation between a partner's recorded capital at a
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particular point in time and the profit and loss percentage would
probably coincidental.
For example, Mr. X became a partner by having a capital of P40,000
out of a total capital of P100,000. Mr. X received a forty-percent
(40%) capital interest in the partnership, but he was given a thirty-
five percent (35%) interest in profit and loss.
Assignment of an Interest to a Third Party
A partnership is not dissolved when a partner assigns his/her
interest in the partnership to a third party, because such an
assignment does not itself change the relationship of the
partners. Such assignment only entitles the assignee to receive
the assigning partner's interest in future partnership profits and
partnership assets in the event of liquidation.
The assignee does not become a partner and does not obtain the
right to share in management of the partnership or to review
transactions and records of the partnership. Because the assignee
does not become a partner, the only change required on the
partnership books is to transfer the interest of the assignor
partner to the assignee.
Illustration 19-1:
The capital balances (and profit and loss ratio) of A and B in the AB
partnership is presented as follows:
A, capital (75%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P 75,000
A, capital (25%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P 60,000
A assign 30% of his interest to C (C paid P26,000 for the interest
assigned). The entry to record the assignment is as follows:
A, Capital (30% x 75,000) . . . . . . . . . . . . . . . . . . . . . 22,500
C, Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,500
The purchase price paid by C is completely irrelevant to the entry
recorded on the books.
The following should be noted:
1. The amount of the capital transfer is equal to the book value of A's
capital at the time of the assignment, and is independent of the
consideration received by A.
2. If the book value of A's capital is P22,500 (30% x P75,000), then the
amount of the transfer entry is P22.500, regardless of whether C pays A
P22,500 or some other amount.
The remaining discussions of this chapter consider the problems
that arise upon dissolution as a result of the:
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1. Admission of a new partner:
a. by Purchase of Interest, and
b. by Investment
2. Withdrawal or retirement of a partner,
3. Death or incapacity of a partner, and
4. Incorporation of a partnership
Partnerships commonly deviate from GAAP in the following areas:
1. the use of the cash basis instead of the accrual basis,
2. the use of prior period adjustments.
3. the use of current values instead of historical cost (usually in
connection with a change in ownership), and
4. the recognition of goodwill (usually in connection with a
change in ownership).
Valuation-An Issue
When there is a change in the ownership of the partnership, the
problem of assigning a fair value of the firm arises. It is a question as
to whether or not the assets and liabilities of the continuing
partnership should be revalued. There are two approaches under
this particular issue:
1. Revaluation approach (usually referred to as goodwill
procedure. Non-GAAP). Under this approach, the use of fair
values provides an equitable measure of each partner's
capital interest in the partnership.
Revaluation of assets and liabilities are supported on the basis
that, in dissolution, the old partnership is legally dissolved and a
new partnership entity is formed. Therefore, the basis of
valuation for new entities is the fair value of the assets acquired
and liabilities assumed by the newly formed entity.
The practice of recognizing increases in partnership net assets is
not in compliance with generally accepted accounting principles
(GAAP). Partnerships using these non-GAAP methods argue that
revaluing all assets and liabilities at the time of the change in
partnership membership states fully the true economic condition of
the partnership at that point in time, and properly assigns the
changes in assets and liability values and goodwill to the partners
who have been managing the business during the time changes in
value occurred.
Further, this approach results in a marked departure from the
historical cost principle and differs from the accepted accounting
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principles in Philippine Financial Reporting Standards (PFRS) 3,
"Business Combinations", which prohibits entities from recognizing
goodwill that has not been acquired by acquisition.
Accountants who use the goodwill or asset revaluation methods
argue that the goal of partnership accounting is to state fairly the
relative capital equities of the partners and this may require
different accounting procedures from those used in corporate
entities.
2. Absence of revaluation (usually referred to as the bonus
procedure/book value approach - GAAP). Proponents of
this approach would retain the historical cost carrying
value. Others argue that changes in partnership interests are
like changes in stockholders of a corporation, and that private
sales of ownership interests provide no basis for revaluation of
the business entity
Some accountants criticize the revaluation of assets or recognition
of goodwill. even though there may be objective evidence that a
specific asset is undervalued or overvalued because it results in a
marked departure from the historical cost principle.
They argue that recording an increase in fair value for external
reporting is not in accordance with substance over form principle.
That is, even though the partnership may be legally dissolved, the
economic substance of some types of dissolution is that the business
activity continues without interruption which means the new
partnership is merely an extension of the old.
These alternative views reflect the concept of legal and business
entities, respectively. Both views have merit, and this text does not
emphasize either. Instead, both views are discussed and illustrated
in the following sections.
For quite some time, it has been a practice to first revalue assets
and liabilities to their lair values and record any identifiable
unrecorded assets and liabilities before recording the admission
or withdrawal of a partner. But, current standards became
prohibitive on the issues of revaluation. In summary, the following
rules should be observed in relation to valuation of assets and
liabilities on dissolution problems.
1. If there is an agreement among partners that revaluation is
allowed, then reflect the necessary adjustments before dissolution.
2. In the absence of an agreement:
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a. Revaluation approach (or goodwill procedure - Non-GAAP).
The assets and liabilities should be recorded at their fair value.
After a complete analysis, both tangible and intangible assets
acquired by the new entity, including goodwill created by the
previous partnership, should be recorded.
b. Absence of revaluation approach (or bonus procedure
GAAP). Existing book values should not be adjusted to fair
value unless such adjustments would have otherwise been
allowed by GAAP:
i. Recognition of Decreases in Net Asset Revaluations
(GAAP). Following the principle of conservatism
(prudence), decreases or write-downs in the value of
assets may be recognized even though they are not
realized.
Recognition of unrealized losses is not unique to
partnership accounting and is not in conflict with GAAP.
Even if there is no dissolution, unrealized losses suggested
by economic events should be recognized.
For example, PAS No. 36, "Impairment of Assets", presents
procedures for recognizing impairments of fixed assets and
currently held goodwill. Net asset revaluations performed
using the appropriate accounting standards are in
accordance with GAAP
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A partnership agreement is binding only while the relationship
between the original parties to the agreement remains unchanged.
A new agreement should be drawn up that specifies the partners'
interests upon formation of the partnership, the distribution of
profits and losses among partners, and all of the other
considerations relative to the new association.
The accounting problems in respect to the admission of a new
partner are as follows:
1. Recognition of accounting errors in prior periods.
2. Recognition of profit or loss from the beginning of the
accounting period to the date of admission.
3. Closing of partnership books.
4. Recognition of net asset revaluations subject to the rules
discussed previously.
Admission by Purchase of an Interest
The purchase of an interest from one or more of the
partnership's existing partners is a personal transaction
between the incoming partner and the selling partner(s). No
additional money or properties are invested in the partnership,
In this respect, the transaction is similar to individual's sale of a
corporation stock. The only entry made on the partnership's books
transfers an amount from the selling partner's capital account to the
new partner's capital account.
Illustration 19-1: Admission by Purchase of an Interest
Assume that after operations and partners' withdrawals during
20x4 and 20x5. DE Partnership has a book value of P100,000 and
profit and loss (P&L) percentage on January 1, 20x6 as follows:
Capital Balance P & L Percentage
D............................. P 60,000 70
E.............................. 40,000 30
Total . . . . . . . . . . . . . . . . . . . . . . . . . . P 100,000 100
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The purchase price paid by F is completely irrelevant to the entry
recorded on the partnership books, regardless of why F paid more
than the book value of the partnership interest. Simply. the excess of
P4,000 is a personal gain of partner D.
The above entry shows that no cash is transferred to the
partnership. The new profit and loss ratio will be set by the new set
of partners.
Case 2: Purchase of Interest from All Partners. This situation
gives rise to three assumptions:
Assumption 1: Purchase at Book Value. F purchases a one-fourth
(1/4) interest in the firm, One- fourth of each partner's capital is to
be transferred to the new partner. F pays the partner's P25,000. The
entry to record the transaction in the books follows:
D, Capital (P60,000 x ¼) . . . . . . . . . . . . . . . . . . . . . . . . 15,000
E, Capital (P40,000 x ¼) . . . . . . . . . . . . . . . . . . . . . . . . 10,000
F, Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000
The capital balances of the partners after the admission of F would
be as follows:
D E F Total
Capital before admission P 60,000 P 40,000 P 100,000
X: Interest remained . . . . . _ ¾ _ ¾ _ _
Capital after P 45,000 P 30,000 P 25,000 P 100,000
admission . . .
It should be observed that the total capital balance before and after
admission is the same, since the book value of the partnership was
preserved.
Since the interest acquired is % it is presumed that this interest
represented the capital and profit and loss interest. Therefore, the
profit and loss ratio of the partners after the admission of f would be
as follows:
D, capital (70% x 52.50 %
¾) . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.50%
E, capital (30% x 25.00%
¾) . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.00%
F, capital (equivalent to interest acquired) . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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revaluation . . _ ¾ _ ¾ _ _
X: Interest remained . . . . . P 55,500 P 34,500 P 30,000 P 100,000
Capital after
admission . . .
D, capital (70% x ¾) . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.50 %
E, capital (30% x ¾) . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.50%
F, capital (equivalent to interest acquired) . . . . . 25.00%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.00%
It should be observed that the total capital balance after the
admission increases equivalent to the revaluation of assets
amounting to P20,000. The reason of such adjustments is to equalize
the capital of the new partner to the amount paid,
Assumption 3: Purchase at Less than Book Value. F purchased
one-fourth of D's interest by paying P22,000 directly to D and E. The
new partner will have a profit and loss ratio and the old partners
continue to use their old profit and loss ratio.
There are three alternatives to reflect the above transaction:
Alternative 1: Book value (BV) approach. Same answer with
Assumption 1 above. The negative excess of P3,000 represents a
personal loss of D and E, computed as follows:
Amount paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P 22,000
Less: BV of interest acquired (P 100,000 x ¼) . . 25,000
Excess (Loss of D and E-personal in (P 3 ,000)
nature) . . . .
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D, Capital [(P60,000 – 8,400) x ¼] . . . . . . . . . . . . . 12,900
E, Capital [(P40,000 - 3,600) x ¼] . . . . . . . . . . . . . . . 9,100
F, Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,000
The capital balances of the partners after the admission of F would
be as follows:
D E F Total
Capital before admission P 60,000 P 40,000 P 100,000
Revaluation of Downward 8,400 3,600 12,000
Capital after P 51,600 P 36,400 P 88,000
revaluation . . _ ¾ _ ¾ _ _
X: Interest remained . . . . . P 38,700 P 27,300 P 22,000 P 88,000
Capital after
admission . . .
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1. The new partner's profit and loss sharing ratio must be equal
to his/her capital interest (percentage interest in assets).
2. The old partner's continue to share profits and losses between
themselves in the original ratio.
In Case 2, Assumption (2), both the conditions (a) and (b) above
were met, so either the revaluation (goodwill) approach or absence
of revaluation (book value) approach will be selected. The balances
for each method are presented as follows:
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new partner and corresponding disadvantage to the original
partners.
2. Prefer Revaluation (Goodwill) approach if, P & L Interest <
Capital Interest. Choice of the revaluation (goodwill)
approach results in ultimate advantage to the new partner and
disadvantage to the original partners.
Admission by Investment
An individual may obtain a partnership interest in capital and future
income by investing something of value to the partnership. It
assets are invested, the admission is recorded by debiting the assets
invested and adjusting the net capital interest in the partnership by
a corresponding amount. It is important that the assets invested be
fairly valued. Any gain or loss recognized on sales subsequent to
recording the admission will be allocated on the basis of the new
profit and loss ratio.
An incoming partner may acquire an interest in the partnership
based on the following situations:
1. No bonus (absence of revaluation) or no revaluation (goodwill
approach
2. Bonus (absence of revaluation approach, and
3. Revaluation (goodwill approach)
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3. The fair value of the consideration paid (net asset contributed
to the partnership by the incoming partner.
The book-value method of the bonus approach does not directly
recognize increases in asset values suggested by the consideration
that the incoming partner.
However, the method does indirectly recognize such increases by
reallocating or adjusting the capital balances of the partners.
Revaluation (Goodwill) Approach (Non-GAAP). The revaluation
(goodwill approach emphasizes the legal significance of a change in
the ownership structure of a partnership. From a legal viewpoint,
the entrance of a new partner results in the dissolution of the
previous partnership and the creation of a new legal entity. Since a
new entity has resulted, the assets transferred to this entity should
be recorded as their fair value.
After a complete analysis, both tangible and intangible assets
acquired by the new partnership, including revaluation of net assets
(goodwill) created by the previous partnership, should be recorded.
Therefore, the total (agreed) capital of the new partnership will
consist of the following values:
1. The book value of the net assets of the previous partnership
plus:
2. Unrecognized appreciation or less unrecognized depreciation
on the recorded net assets of the previous partnership plus:
3. Unrecognized revaluation of net assets (goodwill) traceable to
the previous partnership plus; and
4. The fair value of the consideration paid (net asset contributed),
both tangible and intangible, received from the incoming
partner.
Therefore, in analyzing transactions involving admission of a
partner by investment, the following procedure is followed:
A. Generally, compare the total contributed capital (TCC) with the
total agreed capital (TAC):
1. If TCC TAC, no adjustment is made for revaluation (goodwill) of
net assets.
2. If TCC > TAC, the difference is due to either (which is normally
the case) to the overstatement of the partnership assets or the
required diminution in partner's capital which can be affected
by drawing (this happens if there is a specification that the old
partners will continue to use their old profit and loss ratio).
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3. If TCC TAC, the difference is due to either unrecorded net
assets (goodwill) or the required additional investment in
partner's capital (this happens if there is a specification that
the old partners will continue to use their old profit and loss
ratio).
B. Specifically, the traceability of bonus or revaluation (goodwill) to
either old or new partners can be determined by comparing the
contributed capital (CC) of the new partner with his agreed capital
(AC):
1. If the CC = AC, there is no transfer of capital (meaning no
bonus) between the old and the new partners. The old
partners' capital accounts are credited for revaluation of net
assets (goodwill), if any.
2. If the CC > AC, the difference is a capital transfer or bonus to
the old partners.
3. If the CC < AC, the additional capital credit is either share in
bonus or revaluation of net assets (goodwill) from the old
partners as the case maybe.
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partners) . . . . . . . . . . . . . . . . . . . .
17
The entry to record the transaction in the books follows:
Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,000
G, Capital (P7,000 x 60%) . . . . . . . . . . . . . . . . . . . . 4,200
H, Capital (P7,000 x 40%) . . . . . . . . . . . . . . . . . . . . 2,800
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,000
. 3,000
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,800
G, Capital (P3,000 x 60%) . . . . . . . . . . . . . . . . . . . . 1,200
H, Capital (P3,000 x 40%) . . . . . . . . . . . . . . . . . . . . 24,000
J, Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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J's agreed capital: (P50,000 x 22,500
45%) . . . . . . . . . . . . . . . . . . . P 12.500
Difference (total bonus and 10,000
revaluation) . . . . . . . . . . . . . . P 2,500
Less: Revaluation/goodwill to new partner . . . . . . . . . . .
Bonus to new partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The entry to record the transaction in the books follows:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000
. 10,000
Assets (goodwill) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,500
G, Capital (P2,500 x 1,000
60%) . . . . . . . . . . . . . . . . . . . . . . . 22,500
H, Capital (P2,500 x
40%) . . . . . . . . . . . . . . . . . . . . . . .
J, Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Unearned interest income (or Discount on notes 190,000
receivable) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94,430
Unearned franchise
revenue . . . . . . . . . . . . . . . . . . 133,000
Unearned service revenue - training,
etc. . . . . . .
Unearned sales revenue - machinery and
equipments,
etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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liabilities are equal to fair values, except for a machinery with a book
value of P3,000 and a fair value of P7,000.
a. The total contributed capital (TCC) is equal to total agreed capital
(TAC), so no revaluation (goodwill) should be recognized as follows:
Total agreed capital (should equal to TCC since it is a bonus method) . . . . P50,000
Less: Total contributed capital [(P20,000+ P10,000+ P20,000)] . . . . . . . 50,000
Difference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -0-
b. The new partner's contributed capital is greater than his agreed
capital, the difference is attributable to bonus to old partners:
J's contributed capital (given) . . . . . . . . . . . . . . . . . . . . . . . . P 20,000
J's agreed capital: (P20,000 - 5,000) . . . . . . . . . . . . . . . . . . 15,000
Difference (bonus to old (P 5,000)
partner) . . . . . . . . . . . . . . . . . . . . .
The entry to record the transaction in the books follows:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000
. 3,000
G, Capital (P5,0000 x 60%) . . . . . . . . . . . . . . . . . . 2,000
H, Capital (P5,000 x 40%) . . . . . . . . . . . . . . . . . . . 20,000
J, Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The following Items should be observed
1. If bonus is indicated to be recognized, then there should be no more
revaluation (goodwill approach to be applied.
2. The same situation in Case 4, the recognition of understatement of
assets is not in compliance with GAAP.
Case 10: Bonus to New Partner with an Indication of Bonus. J
invests P6,000 for a 30% interest in the firm. G and H transfer part
of their capitals to that of J as a bonus. An equipment used in the
business with a book value of P5.000 and a fair value of P3,000.
a. There is an overstatement of asset amounting to P2,000 (P5,000-
P3,000) that is needed. to be recorded to comply with the provisions
of GAAP recognizing overvaluation of net assets. Therefore, the
contributed capital of partner G and H are as follows:
G. capital: P20,000-(P2.000 x 60%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P 18,800
H. capital: P10,000-(P2,000 x 40%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,200
Total contributed capital before the admission . . . . . . . . . . . . . . . . . . . P 28.000
b. The total contributed capital (ICC) is equal to total agreed capital
(TAC), so no revaluation (goodwill) should be recognized as follows:
Total agreed capital (should equal to TCC since it is a bonus method) P 34,000
.... 34,000
Less: Total contributed capital (P28.000 (a) + -0-
P6.000) . . . . . . . . . . . .
Difference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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c. The new partner's contributed capital is less than the agreed
capital, the difference is attributable to bonus to new partner:
J's contributed capital P 6,000
(given) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,200
J's agreed capital: (P34,000 x 30%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P 4,200
Difference (bonus to new partner) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The entries to record the transaction in the books follows:
G. capital (P2,000 x 60%) . . . . . . . . . . . . . . . . . . . . . . . 1,200
H, capital (P2.000 x 800
40%) . . . . . . . . . . . . . . . . . . . . . . . 2,000
Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,000
. 2,520
G, Capital (P4,200 x 1,680
60%) . . . . . . . . . . . . . . . . . . . . . . . 10,200
H, Capital (P4,200 x
40%) . . . . . . . . . . . . . . . . . . . . . . .
J,
Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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b. The new partner's contributed capital is less than the agreed
capital, the difference of P6,000 in (a) is attributable to revaluation
(goodwill) to new partner.
J's contributed capital P 20,000
(given) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.000
J's agreed capital: (P20.000 + P 6.000
P6,000) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revaluation/goodwill to new
partner. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The entry to record the transaction in the books follows:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,000
. 6,000
Assets (goodwill) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,000
J, Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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8,000
G's withdrawal: P20,000-P12,000 2,000
H's withdrawal: P10,000-P8.000
The entry to admission and withdrawal in the books as follows:
Cash (P20,000 - 10,000
P10,000) . . . . . . . . . . . . . . . . . . . . . . . 8,000
G, Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000
H, 20,000
Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
J,
Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000
G, Capital (3,000 x 60%) . . . . . . . . . . . . . . . . . . . . . . . . 1,800
H, Capital (3,000 x 60%) . . . . . . . . . . . . . . . . . . . . . . . . 1,200
J, 18,000
Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
G, capital (P20,000 – P18,200
P1,800) . . . . . . . . . . . . . . . . . . . . . . . . . 8,800
H, capital (P10,000 – P1,200). . . . . . . . . . . . . . . . . . . . . . . . . 18,000
I P45,000
capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
Revaluation (goodwill) Approach (total agreed capital)
- refer to Alternative 2 above
G, P20,000
capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000
H, 20,000
capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P50,000
I capital (P50,000 x 40%) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
Revaluation Approach:
Balance before admission of J . . . . P45,000 P5,000 P20,000 P10,000 P20,000
Depreciation/ __________ __(5,000) (2,250) (1,500) (1,250)
impairment* . . . . .
Balance after depreciation/ P450,000 -0- P17,250 P8,500 P18,750
impairment . . . . . . . . . . . . . . . . . . . . .
*new profit and loss ratio (G, 45% H, 30% and J, 25%)
The two methods will yield the same results computed as follows:
Capital
G H J
27
Balances after admission of J (Bonus approach) P18,200 P8,800 P18,000
Balances after admission of J (Revaluation approach) 17,750 8,500 18,750
Gain or (loss) through use of book value approach P 450 P 300 P( 750)
The bonus approach and revaluation (goodwill approach will not
yield the same result if the incoming partner's share profit and loss
is not identical with the percentage interest allowed in assets
(capital interest). Therefore, the selection process for the new
(incoming) partner should be as follows:
1. Prefer Bonus approach it. P & L interest > Capital interest.
2. Prefer Revaluation (Goodwill) approach if, P & L interest <
Capital interest.
Therefore, the new partner should elect to use the revaluation
(goodwill) approach because of the P750 advantage.
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a. The total contributed capital (ICC) is greater than the total agreed
capital (TAC), so revaluation (goodwill) should be recognized as
follows:
Total agreed capital: P15,000/30% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P 50,000
Total contributed capital (P20,000+ P10,000+P15,000) . . . . . . . . . . 45,000
Difference (revaluation/goodwill) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P 5,000
b. The new partner's contributed capital is equal to the agreed
capital, the difference of P5.000 in (a) is attributable to revaluation
(goodwill) to old partners:
29
Revaluation (goodwill) Approach (total agreed capital) - refer to
Alternative 2 above:
G, capital (P20,000+ P3,000) . . . . . . . . . . . . . . . . . . . . . . . . . P 23,000
H, capital (P10,000+ P2,000) . . . . . . . . . . . . . . . . . . . . . . . . . 12,000
I capital (P50,000 x 30%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P50,000
.
3. Comparing Bonus or Revaluation (Goodwill) Approach. In
Case 14, Assumption 2, the new partner prefers the revaluation
(goodwill) approach because the profit and loss interest (25%) is
less than his capital interest (40%).
But, in this particular situation (Assumption 2), the profit and loss
interest (40%) is greater than his capital interest (30%), eventually;
the bonus approach should be preferred, To compare bonus against
revaluation (goodwill) as follows:
Revaluation Approach:
Balance before admission of J . . . . P45,000 P5,000 P23,000 P12,000 P15,000
Depreciation/ __________ __(5,000) (1,800) (1,200) (2,000)
impairment* . . . . .
Balance after depreciation/ P45,000 -0- P21,200 P10,800 P13,000
impairment . . . . . . . . . . . . . . . . . . . . .
Capital
G H J
Balances after admission of J (Bonus approach) P20,900 P10,600 P13,500
Balances after admission of J (Revaluation approach) 21,200 10,800 13,000
Gain or (loss) through use of book value approach P (300) P (200) P 500
30
Therefore, the new partner should elect to use the bonus
approach because of the P500 advantage.
In cases where there is no specification as to bonus approach or
revaluation (goodwill) approach, the bonus approach should be
applied because it conforms to the cost principle of valuing assets.
Withdrawal/Retirement of a Partner
When a partner withdraws, the partnership agreement should be
consulted to determine whether or not any guidelines have been
established that would influence the procedure. The withdrawal of a
partner requires a determination of the fair value of the partnership
entity and a measurement of partnership income to the date of
withdrawal.
Likewise, in many cases, the interest of the retiring partner may not
be equal to the partner's capital balance as a result of the following
items:
1. Capital balance (including withdrawals and additional
investments);
2. Recognition of accounting errors in prior periods;
3. Recognition of profit or loss from the beginning of the
accounting period to the date of retirement;
4. Loans and advances to (from) the partnership; and
5. Recognition of net asset revaluations subject to the rules
discussed previously.
In some cases, if a partner withdraws in violation of the partnership
agreement and without approval of the remaining partners, he is
entitled only to his interest in the firm without consideration of
revaluation (goodwill). In such a case, the withdrawing partner is
liable for damages sustained by the remaining parties for his breach
of the partnership agreement. However, a partner who is forced to
withdraw from a partnership is entitled to compensation for his full
interest including revaluation (goodwill) as determined.
In the following examples, it is assumed that the partners mutually
agree to the retirement such That:
1. The refiring partner may elect to sell his interest to an outside
party;
2. The retiring partner may elect to sell his interest to one or
more of the remaining partners: or
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3. The partners may mutually agree to transfer partnership assets
(payment from partnership funds) to the retiring partner for
his interest in the firm. Settlement may either be:
a. Payment in cash;
b. Transfer on non-cash assets; and
c. Recognition of liability for the full or balance of the unpaid
total interest of the retiring partner.
Situation 1 has been discussed earlier in admission by purchase (the
only difference with retirement is that in admission by purchase it
should be capital interests only unlike retirement wherein it should
be total interest of the retiring partner) and need not be reviewed.
The same considerations apply to Situation 2, if negotiated outside
the partnership.
Situation 3 will be discussed thoroughly in the following
illustration:
The partners may agree to use the bonus approach or the
revaluation (goodwill) approach to record the withdrawal:
Bonus Approach (GAAP). If the bonus approach is used, the
remaining partners are charged with the amount of the payment
that exceeds the book value of the retiring partner's capital balance.
The amount of the bonus paid to the retiring partner is commonly
allocated to the remaining partners on the basis of their relative
profit and loss ratio (in this case the relative ratio of L to Mis 5:2).
Support for this approach is based on the cost principle. The bonus
approach may also be justified when the remaining partners are
simply anxious to get rid of a partner for various reasons. Any
recognition of revaluation (goodwill) is difficult to justify in the
absence of an arm's length transaction,
Revaluation (Goodwill) Approach (Non-GAAP). The revaluation
(goodwill) approach focuses on the payment to the retiring partner
as an indication of the fair value of the partnership.
Furthermore, it is used if (1) remaining partners will not agree to a
reduction in their capital: (2) the partners made specific provisions
in the partnership agreement on how the withdrawal is to be
recorded; or (3) the partners agree than a revaluation (goodwill) is
to be recognized. If the partnership has been profitable, the
partnership as a whole may be worth more than the for value of the
net assets.
32
Once again, the revaluation (goodwill) approach is supported on the
basis that a new entity s being formed and the accounts of the new
entity should be based.
Many accountants criticize recording revaluation (goodwill) on the
retirement of a partner on the same theoretical grounds as they
criticize recording unrecognized revaluation (goodwill on the
admission of a new partner. Nevertheless, partnership accounting
sometimes uses all the recognition of revaluation (goodwill) at this
event.
Illustration 19-3: Withdrawal/Retirement of a Partner
Assume the following data on January 1, 20x4 for KLM Partnership
had the following condensed balance sheet:
Assets Liabilities & Capital
Cash P 50,000 Liabilities P 10,000
Noncash Assets 40,000 K, capital (30%) 30,000
Loan receivable – K 5,000 L, capital (50%) 40,000
M, capital (20%) 15,000
Total P 95,000 Total P 95,000
The percentages in parentheses after the partner's capital balances
represent their respective interests in profits and losses.
On May 1, 20x4, K retires from the partnership. The net income of
the partnership to date of retirement amounted to P20.000. The
partnership paid cash to the retiring partner also on the retirement
date.
The following entries are necessary on the partnership books before
paying the interest of the retiring partner
Income 20,000
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,000
K, Capital (P20,000 x 30%) . . . . . . . . . . . . . . . . . . . 10,000
L, Capital (P20,000 x 50%) . . . . . . . . . . . . . . . . . . . 4,000
M, Capital (P20,000 x 20%) . . . . . . . . . . . . . . . . . .
K, capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Loan receivable – K . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
The total interest of the retiring partner K amounted to:
Capital Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P 30,000
Add (deduct):
Share in net 6,000
income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,000)
Loan P31,000
receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
Total Interest of K before his retirement . . . . . . . . . . . . . .
K, capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,200
Asset (goodwill) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,800
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000
35
3. The capital balances of the partners after the retirement of K
are as follows:
L. capital (P40,000 + P10,000, profit + P2,000, P 52,000
adjustment) . . . . . . . 19,800
M, capital (P15,000+ P4,000, profit + P800 adjustment) . . . . . . . . . .
A modified version of this partial revaluation (goodwill) approach happens
assuming that when assets and liabilities are revalued only to the extent of
the excess payment to K, the entry to record the transaction is as follows:
K, capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,000
Asset (goodwill) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,000
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000
Amount paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P 35,000
Less: BV of K's total interest (30%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,000
Partial revaluation (goodwill) to Retiring Partner . . . . . . . . . . . . . . . . P 4,000
36
1. Whether part or all of the goodwill is recognized, opponents of
this procedure contend that transactions between partners
should not be viewed as arm's length; therefore, the measure of
revaluation (goodwill) may not be determined objectively. In
like manner, inequitable results may be produced if the
remaining partners subsequently changed their profit and loss
ratio.
2. The capital balances of the partners after the retirement of K
are as follows:
L, capital (P40,000 + P10,000, profit + P2,000, adjustment + P4,666) . . . . P56,666
M, capital (P15,000+ P4,000, profit + P800 adjustment + P1,867) . . . . . . . . 21,667
Asset Capital
Revaluation L M
Bonus approach:
Balance before admission of P47,143 P17,857
K..................
37
Depreciation/impairment*** . . . . . . . . . . . . . . . . .
Balance after depreciation/ impairment . . . . . . . .
* excluding undervalued inventory of P2.000 and P800 for L and M, respectively.
** P35.000-P31,000 P4,000, partial revaluation/30%=P13.333.
L capital: (P40,000+ P10.000) + (P13,333x50%)=P56,666
M, capital: (P15,000+ P4.000) + (P13,333 x 20%) = P 21,667
*** old profit and loss ratio (L. 5/7 and M. 2/7)
The three methods will yield the same results computed as follows:
Total .
L M .
Balances after retirement of K (Bonus approach) P 47,143 P 17,857
Balances after retirement of K (Partial Revaluation approach) P 47,143 P 17,857
Balances after retirement of K (Total Revaluation approach) P 47,143 P 17,857
38
Assumption 1: Bonus to Remaining Partners. The excess is
considered bonus chargeable to L and M.
The entry to record the transaction in the books follows:
K. capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,000
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,000
L, capital (P5,000 x 5/7) . . . . . . . . . . . . . . . . . . . . . 3,571
M, capital (P5,000 x 2/7) . . . . . . . . . . . . . . . . . . . . . 1,429
Death of a Partner
The death of a partner dissolves the partnership. In the absence of
specific provisions to the contrary, profit and loss should be
summarized, the partnership assets should be appraised, and the
descendant’s interest in the partnership should be established as of
the date of death. Profit or loss from the date the books were last
closed is determined and transferred to the capital accounts in the
existing profit and loss ratio.
The change in asset values arising from revaluation is likewise
carried in the capital accounts in the profit and loss ratio. It is then
the obligation of the partners to wind up the business. Assets are
40
sold, liabilities are paid-off, and settlement is made with the
partner’s estate and surviving partners.
Partners may provide by agreement that in the event of the death of
a partner the business shall be continued by surviving partners.
Partners may agree to settle for the interest of the deceased partner
(1) by payment from partnership assets, (2) by payment from
partnership assets, (3) by payment from partnership insurance
proceeds with surviving partners acquiring the deceased partner’s
interest.
Incorporation of a Partnership
Partners may evaluate the possible advantages to be gained by
incorporating a partnership. Among such advantages are limited
liability of stockholders, case of attracting additional capital, and
possible income tax advantages.
Partners may decide to incorporate in order to secure the
advantages in the corporate form of organization. When a charter is
granted recognizing a corporation, the corporation will act to
acquire the net assets of the partnership for its shares of stock.
To ensure that each partner receives an equitable portion of the
capital stock issued by the new corporation, the assets of the
partnership must be adjusted to current fair value before being
transferred to the corporation. Any identifiable intangible asset or
goodwill developed by the partnership is included among the assets
transferred to the corporation.
The shares of stock receive by the partnership is distributed to the
partners in settlement of their equities. The corporation thus takes
over the assets and assumes the liabilities of the partnership; the
partnership is dissolved and the partner now becomes shareholders
in the newly organized corporation. In recording activities of the
new entity, the partnership books may be retained, or a new set of
books may be opened
Partnership Books Retained
If the partnership books are retained, entries are necessary to
report:
1. Changes in asset and liability values in the partner’s interests
prior to incorporation, and
41
2. The change in the form of proprietorship. A revaluation
account may be debited with losses and credited with gains
from revaluation, and the balance in this account may
subsequently be closed into the capital accounts in the profit
and loss ratio.
However, with relatively few adjustments, the capital accounts may
be debited or credited directly for losses and gains from revaluation.
The issuance of shares of stocks in exchange for the partners’
interests is recorded by debits to the partners’ capitals and credits to
the appropriate capital accounts.
43
Entries in the Books of the New Corporation using the Partnership Books:
Inventories (P30,000 – P 4,500
Equipment (P70,000 – P60,000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000
Allowance for Doubtful Accounts (P1,000 – P600) . . . . . . . 400
Accumulated Depreciation of Equipment (P30,500 – 4,500
Accrued 1,100
Janel, Capital (P18,500 x 14,800
Khay, Capital (P18,500 x 3,700
To adjust assets and liabilities to agreed amounts and to
divide net gain of P18,500 between partners in 4:1 ratio
44
Janel, Capital (P18,500 x 0.80) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,800
Khay, Capital (P18,500 x 0.20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,700
To adjust assets and liabilities to agreed amounts and to divide
net gain of P18,500 between partners in 4:1 ratio
46
47