Liquidation 1
Liquidation 1
FOR PARTNERSHIPS
Liquidation
rn;ng Objectives:
· LtO
dying this chapter, you should be able to:
After stu
1. Define liquidatio n.
2. Distinguish dissolution from liquidation.
3. Unde�stand and apply the rulE:s in settling acc�unts after dissolution.
4. Explain the �oncept of right of offset.
s. Detail the treatment of capital deficiency.
6. Differentiate lump-sum method from installment method of liquidation.
7. Show the procedures in lump-sum liquidation.
s. Prepare a statement of liquidation.
9. Prepare entries for lump-sum liquidation.
10. State the procedures in installment liquidation.
11. Determine cash distribution to partners using schedule of safe payments ·o r a
cash priority program .
. 12. Prepare a statement of liquidation.
13. Prepare entries for installment liquidation.
.The partnership of Detoya, Pozon and Diaz (DPD & Co.) flourished because of their
pioneering efforts to establish their firm as the alternative professional firm after the
front-running Ayala establishment. Their clientele list now includes the new entrants
into the East Asean Growth Area, 40% of the top 500 Philippine corporations, 60% of the
next 500 and innumerable Middle East accounts among others. Their service revenues
have reached historic highs despite the currency turmoil affecting the region. The firm is
now employing 1,520 professiona ls from varied· disciplines. Everything is on the
uptr end.
All these years, Gloria Detoya, Bartolome Pozon and Elisa Diaz have been working very
hard. Dur ing one of the top-level management meetings, the three founding partners
?lad e known their plans of taking an early retirement. The members of the
�anagement committee were dumbfounded by the news. The three felt that they had
enough of the ge in their hard-earned fortune.
world's troubles and just wanted to indul
DP D wi• shes to dissolve and term inate the b us1 ess qf the firm. The partners ,..,,iui
o-...
upon thi m otion
t not vote
s
submission
of a study by a technical committee d�d
llt
The request of the three founding partners is both sin cere an� urgent. What are
U1f
options? What will happen to the unfinished engagements ? Is ,t n�cessary for the firrii
t o dissolve and liquidate just to accommodate the request of the Big Three? In case
Of
liquidation how will the firm's assets be distributed? Perhaps t_he fi�m may just a&r
ee
that the to'unding partners retire and give them a settlement price w,th a considerablt
b onus . Whatever the decision will be, the firm will have to endure _ the lo_ ss of its thr
�
p artners who believed and lived by hardwork, discipline and profesSionahsm.
DEFINITION
The following rules are subject to revisions by the agreement of the _partners, either in
their original partnership agreement or in a dissolution agreement (Civil Code of the
Philippines, Article 1839).
Assets of the Partnership
Order of Preference
The assets of a general par tnership shall be applied in the following order:
1. First, those owing to outside creditors,
2. Second, those owing to inside creditors in the form of loans or advances tor
business expenses by the partners,
jhird , those owing to the partners with re Ons'
3. spect to their capital c ontn'bu ti
tly, those owing to the pa rtners with
.
4. La s respect to their share of the p ro fits·
ond preference above gives the pa ne opti0 n to
e e c . ri ht of offset · . . rt r with the loan acc ou nt the
fh s hts I T his privilege is or
is leg al right ot a partner to a pply p art
eJ,.erc h'eS loan account ba1 ance against ' the . ·
of 1 . h ts capital deficiency resulting from losses m the
an . a tio n of the partnership assets.
reahz
, ratiO"· Winst0n ��alisoc, Beatriz Onate
.. st · and Emerita Geron are partners in a prawn
1· 1'"
ipOrt b
us·m ess Initi
.
al ly·
' w· 10 st0n Apallsoc co
ntribut ed P300,00 0; Beatriz Onate,
epzOO,OOo and Eme rita ron, Pl00,000. On the date of disso ion, the remaining
�� lut
ssets of the. partnership amounted to Pl,000,000. The partnership has outstan ding
.
�liga tions wi_th Neo Aglugub, Pl 40,000; Placido Tuddao, Pl0 0,000 and loans p ayable to
ns o altsoc, P40,000 . The accounts of
Wj t n Ap the Apalisoc, Onate and Geron partnership
ett led s follows:
shall be s
a
1. First, Neo }\glugub and Placido Tuddao who are outside creditors shall be paid
the total sum of P240,000; thus, leaving a balance of P760,00 0 (Pl,000,0 00 -
. P240,000 ) in partnership assets; .
2. Second, Winston Apalisoc who is an inside creditor shall be paid his loan to the
partnership of P40,000; balance at P720,000 (P760,000 - P40,000 );
3. Third, the t otal contributions of Apalisoc, Onate and Geron to the. initial
partnership capital in the amount of PG00,000 will be paid; balance of assets a t
P1 20,000 (P720,000 - P600,00 0);
4. Lastly, the balance of P1 20,000 shall be distributed to the partners in the ra tio
of their capit al contributions since there was no mention of an agreement
governing the division of profits or losses . Therefore, Winston Apalisoc shall be
entitled to 3/6 of P120,000 or P60,000; Beatriz Onate, 2/6 or P40,000 and
Emerit a Geron, 1 /6 or P20,000.
Illustration. Assume in the illustration above that the outstanding oblig a tions of the
paftnership,· a n accruing to outside creditors, amounted to Pl, 12�,�·. The partnership
assets of Pl QOO 000 will be insufficient to fully settle these llab1ht1es. The unpaid '
balance will be p�2 o,ooo. Therefore. the p�rtners should_ contribute �ufficien t assets to
. ent, the basis of the addition al
cover the defiIcIency or 1 oss. In the absenc e of an agreem
. .
contributions tions.
shall be the ratio of their capital contribu
. properties in the an, O
As a result, Winston Apalisoc is still liable from h·Is separate lJ
G ero n, P20 , ooo· , these contribut·io ntQf
PGO ,000; Beatriz Onate, P40,000, an Emen·ta n s Wil
�.. llO,OO O. T hi s sum of money is Pro l
be used to settle the remaining 1iab1hties of P a P e tt y
. payment by Emerit Geron of the f
consider ed as partnership assets. In the event of amou nt that she has Pai tJII
amount P120,000, s h, e will have the n.ght to recover the
.inst0n Apalisoc, PG0,000 and fron, B d 1.n
excess of her share of the liability from W eatriz
Onate, P40,000.
Creditors
Preference of Partnership Creditors and Partners, Separate
m nts over th0se of t e
The creditors of the partnership shall have priority in pay � h
er hip prop ert ies. On the other h n
partners ' separate creditors as regards the partn s a d'
· · h re pec o the separate or per n
the credi tors of the partners are pref erred WI t s t t so a1
rated in Ca e 6 - the Cardenas, Go n
properties of the partners. This will be !llust s
ad
Balocating partnership later in the chapter.
The procedures in liquidation after the adjustmen t and closing of books will be
dependent on the above rules. It will be advisable to have a mastery of these principles
to be able to fully understand the liquidation of partnerships.
The use of a statement of liquidation will greatly aid the liquidating partner summarize
the events and transactions associated with the liquidation of the partnership.
OF PARTNERSHIP LIQUID
t-tODS ATION
r,4£1'
ow et
ll in g m hods may be used when a partn ership
fo
f �e is liquidated:
mp- sum method
1. Lu
under this method, 011 non-cash
assets are realized and the related ga ins o
tosses d.istr'. bute� and all liabi r
lities are paid before a single final cash
distribution 1s made to the partners.
2. installment method
u nder this methpd, realization of
non-cash assets is acc omplished over an
extended period of time. When cash
is available creditors may be pa rtially or
fully paid. Any excess may be distributed to the �
artners in accordanc e with �
program of safe payments or a cash priority
program. This process persists until
all the non-cash assets are sold.
S TED TO LIQUIDATIO N
ENTRIE RELA
rtie s teps in the liquidation of a partnership will need the fo llowing
pr o-forma entries:
1. Sale of Non-Cash Assets
a. At Book Value
Cash xx
Non-Cash Assets xx
3. Payment of Liabilities
xx
Liabilities
cash
cash xx
xx
Elizabeth Figueroa, Capital
LUMP-SUM LIQUIDATION
Under this method, all non-cash assets are realized and all liabilities are settled before a
single final cash distribution is made to the partners. The procedures below may be
followed in lump-sum liquidation:
1. Realization of non-cash assets and distribution of gain or loss on realization·
among the partners based on their profit and loss ratio.
2. Payment of liabilities.
111,strttl
on, Joel Feliciano, Evelyn Tna .
. and Nick · a publ",c
· an are partners ,n
1,... and • Maras1g
ns firm share· p rofit s and
latio 1 ses m the ratio of 2:2:1, respectively. They
�
to liquidate their busi ness on
�ided e�. 31, 20l9. The following is the condensed
nt of financial position p rep
stateme ared Pnor to liquidation:
Feliciano, Tria and Marasigan
Statement of Financial Position
Dec. 31, 2019
Assets
Cash P 200,000
Non-Cash Assets 3,400,000
TotaI Assets P3,600,000
The above given details will be applicable for Cases 1 to 5. Only two categories for both
Assets-Cash and Non-Cash Assets, and li abilities-liab ilities and Loans, are used to
avoid excessive details in our illustrations. To avoid omissions in postings to the
statement of liquidation, the equality of the accounting equation should be verified
after every step in the l i quidation process.
yment of Liabilities
2. Pa
Liabilities
1,120,0 00
Cash
1,120,000
Assume that the non-cash assets are sol·d at Pl, 700,000 with a resultrng loss on
realiz ation of Pl, 700, 000 which was distributed in the ratio 4:4:2. The capital balance of
partner Evelyn Tria was again insufficient to fully absorb her share in the loss arid thus,
incurred a capital deficiency of P80,000. Tria exercised her right of o�set but it was not
enough to cover her losses; she has no recourse but to invest additional cash of P30,000
to fully eliminate her deficiency. A statement of liquidation (see Figure 4-3) will
summarize the steps involved in the liquidation.
Liabilities
Cash 1,120,000
1,120,000
se of Right of Offset
3_ f,cerci
Evelyn Tria, Loan
50,000
Evely_n Tria, Capital
50,000
4_ Additio
nal Investment by Deficient Partner
Cash
30,000
Evelyn Tria, Capital
30,000
Assume the same facts as in case 3 except that Evelyn Tria is pe(sonally insolvent and is
unable to make additional investments for l;ler remaining deficiency of P30,000. In this
case, Joel Feliciano and Nick Marasigan have to absorb this deficiency as additional loss
to th em in the ratio of 4:2. A statement of liquidation (see Figure 4-4) will summarize
the steps involved in the liquidation.
The non-cash assets are sold for P335,000, resulting to a loss on realization of P270,000.
The cash generated from the realization of all non-cash assets is inadequate for the full
Paym ent of the liabilities. The partnership is insolvent and will depend on its solvent
Partners for relief.
INSTALLMENT LIQUIDATION
Under this method realization of non-cash assets is accomplished over an
extend ed
Period of time. It i� a process of selling some assets, paying the creditors, paying the
rernaining cash to the partne�, realizing additional assets and making addit ional
Pavments to the
partners. The' liquidation will continue until all the non-cash assets
a e
h v been realized and all a vailable cash distributed to par· tnership creditors and
Partners.
. te 'f1 necessarv safeguards are used t
na
op .
I nsta I lment payments to partners are ap .pr
f II and th at no partner Is paid n, o
ensure that all partnership creditors are pai. d
losses on re�liz�tion of as s:e
than the amount to which he would be entitle; a�er all ent 1iqu1dat1on: s
ed · In inst all m
are known. The procedures below may be follow
of gain or 1 oss on reallz atio11
1. Realization of non-cash assets and d'I�tribution
s ratio.
among the partners based on their profit and los
2. Payment of liquidation expenses and adJUS ' tment for unrecorded liabilities; both
ers in their profit and 1 0ss
of these items will be distributed among the Partn
ratio.
3. Payment of liabilities to outsiders .
s
4. Distribution of avajlable cash based on a schedule 0�. afe d� ymen�s Which
a
Illustration. The balance sheet for Christine Gamba, Nancy Mulles and Ma. Vic to ria
Mones, partners sharing profits in the ratio of 4:3:3 respectively, showed the following
balances on April 30, 2019, just before liquidation:
In May, part of the assets are sold at book value, P300,000 . In June, the remaining
assets are sold for P210, 0,00 . Assume that available cash is d.istributed to the proper
parties c!t the end of May and at the end of June. Assume furthe r that partners are
solvent and that any partner who is deficient made appropriate payment to the
partnership on July 31.
t
, yrnent of Uabllltles
2 p1
LIabilities
Cash 435,000
435,000
istribution of Cash to
3 · M•Y D Partners
Christine Gamba, Capital
Nancy Mulles, Capital 160,000
Cash 20,000
180,000
of Non-Cash Assets and 01
4. sale 5trlbutlon of l
_ oss on Realiz ation
Cash
Christine Gamba, Capital 210,000
Nancy Mulles, Capital 296,000
Ma. Victoria Mones, Capital 222,000
Non-Cash Assets 222,000
950,000
s. exercise of Right of Off set
Ma. Victoria Mones, Loan
30,000
Ma. Victoria Mones, Capital
30,000
6. June Distribution of Cash to PartMrs
Christine Gamba, Capital
120,000
Nancy Mulles, Capital 90,000
Cash
210,000
7. Additional Investment by a Partner
Cash 42,000
Ma. Victoria Mones, Capital 42,000
I
8. July Distribution of Cash to Partners
Christine Gamba, Capital 24,000
Nancy Mulles, Capital 18,000
Cash 42,000
The use of safe payment schedules in support of the illustration in Figure 4-7 is a reliable
method of computing the amount of safe payments to partners for it prevents excessive
t
payments to any partner. However, the approach is inefficient if numerous installmen
ious
distributions are to be made to partners. Let's take the illustration in the prev
ts
section. The partnership made two payments and for each, a schedule of safe paymen
long as there
is made. The procedure of preparing safe payment schedules will go on as
P/L ratio.
is ca sh to be distributed and until the capital balances are aligned with the
. . ion of an alternative dev
This repetitious procedure can be avoi �ed with the introduct ared at the t of ice
wh ch is p rep st ar
all:d t�e cash priority program. This pro�ram i
e
� an e x pec t to b e i nclude t�
l i qurdat,on process w i ll help the partners proJect when they c
nt of c a sh received f o d "
1
the cash distribution. If the program is prepared, any. amou t�e
.
re a r1za t1on of p a rtnership ssets m ay b e P aid i mme di a
telY to p artnership credi;orlll s an
. program is illustrated in Figure 4 d
s
a
later, the partners as specified in the progra m. Tht ·8.
. Rosemarie Espanol d iv-1
Illustration. Cecille Laguna, Ma . Concepci on M analo and . d
nce she. et on J une 30' 201�' JUSt before
profits 60%, 25% and 15% respecti vely. A bal a e
pa rtnership liquidati on, showed the following b a l a nces:
Certa in assets are sold In July at book value of PS00,000 and availa ble c ash is dis�ri buted
to a ppropriate p a rties. Remain i ng assets are sold in August for PlS0, 000 and cash is
distri buted in final settlement.
Loss absorption balances represent the maximum loss that the p a rtners can absorb
without reducing their equi ty below zero. The partner with the bi ggest ca pital exposure
or loss absorption balance shquld be prioritized i n a cash di stributi on. A partner with a
relatively low toss absorpt i on b alance can be wi ped out by a m aterial reali zation loss.
Looking at Figure 4-8, Manalo h as the lowest loss a bsorpti on b alance and th i s means
that she i s most vulnera ble or suscept i ble to losses·. Assume that a loss on re alizati on
amounted to P400,000, Manalo's cap i tal balance will become zero because her share i n
the loss will be Pl00,00 0 (P400,000 x 25%) which is equiv alent to her ca pit al interest.
Laguna w i ll be prioritized in a cash distri buti on because of her higher loss a bsorption
ba lance brought about by a larger capital interest and a higher prof i t and loss sharing
'ratio. This is being done to be fair wi th her since she has the biggest c apit al exposure.
' ram would be
to m a ke the high est I
The next step in the prepar ation of the pr og
nce will be the basis fo Oia
abs orption balance equal to the next higheSt The differe
The c ash priority Pay� tilt
computation.of the cash priority payments to the. artners.
o r t� differ enc e in the loss absor ellts
can be obta ined by multiplying the excess
� p artner The above proce
d Ptlon
balances by the profit and loss ra tio of the r es e �'�� ei
� p a r tn�rs a re equal. If thell� s
continued until the loss absorption ba la nce s
to the par tners .n t Oss
a 1
2. Payment of _Liabilities
liabilities 350,00 0
Cash · 350,000
Computation:
Laguna Espanol Total
The initia l cash ba la nce is P50, 000 and this is incre ased by the P500, 000 proceeds frbm
the sale of non-cash a ssets. The balance a fter settlement of liabilities of P350,000 is
P200, 000 . This a mount is now available for distribution. Ba sed on the cash priority
program in Figure 4-8, Laguna should be given P150,0 00 being the first priority. The
total cash for a llocation in priority II is P75,000. For this month, only P50,000 is available
after the P150, 000 ·a llocation to Laguna.
When cash is insufficient to fully satisfy the cash requirements in a particular priority,
then the available cash will be distributed in the ratio of the supposed allocation in that
priority. In this instant ca se, the P50, 000 will be allocated in the ratio of the supposed
allocation in priority 11-PGO, OOO and P15,0 00 for a total of P75,000 . The ratio is 60/75
for Laguna and 15/75 for Espa nol. The ratio only considered the two partners since theY