Partnership Notes
Partnership Notes
Partnership Notes
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Definition
Partnership is defined by the Indian Partnership Act, 1932, Section 4 as follows:
“Partnership is the relation between persons who have agreed to share the profits of a
business carried on by all or any of them acting for all.”
Here are the key characteristics:
1. Number of Partners: A minimum of two partners is required, and the maximum is
capped at 50. For a Limited Liability Partnership (LLP), there is a requirement of at
least two partners, but there is no upper limit on the number of partners.
2. Partnership Agreement: A formal document, known as a Partnership Deed, outlines
the terms and conditions of the partnership.
3. Lawful Business Purpose: The partnership must be established to conduct lawful
business activities, excluding non-profit or charitable operations.
4. Profit Sharing: The Partnership Deed must specify how to distribute profits and losses
among the partners.
5. Management: Any or all partners can manage the business, acting on behalf of each
other and the partnership.
The rate of interest on partners’ loan is specified in the Partnership Deed and If the
Partnership Deed is silent, interest shall be paid @6%p.a. on loan.
Fluctuating Capital Accounts Method: Only a single Capital Account is maintained for each
partner. This account reflects all transactions including the partner's capital contributions
and withdrawals, as well as drawings, interest, salaries, commissions, and share of profits or
losses. The balance of this account increases or decreases over time based on these
transactions.
Interest on capital
Interest on capital is an amount paid by the partnership firm to each partner based on the
capital they have contributed to the firm. It is typically agreed upon in the partnership deed
(the formal agreement between partners).
Appropriation of profits
In case of losses: Not allowed.
In case of profits: Allowed
Guarantee of profits
When a partnership firm guarantees a minimum profit to an existing or incoming partner, it
generally serves as an incentive or a means to attract and retain talent or capital. This
guarantee can be structured in two primary ways:
Example:
Suppose a new partner, C, is admitted to a firm with a guarantee of a minimum profit of
₹20,000 annually. If C’s share of the firm’s profit based on the agreed profit-sharing ratio
amounts to only ₹15,000, the firm will contribute the additional ₹5,000 to ensure C receives
the guaranteed ₹20,000 i.e. 5000 shortfall will be borne by A and B in their PSR.
Meaning of Goodwill
Goodwill is good name or the reputation of the business, which is earned by a firm through
the hard work and honesty of its owners. If a firm renders good service to the customers, the
customers who feel satisfied will come again and again and the firm will be able to earn more
profits in future.
In Accounting we can say goodwill is the future earning capacity of the business.
Features of Goodwill
1. It is an intangible asset.
2. It is helpful in earning excess profits.
3. Its value is liable to constant fluctuations.
4. It is valuable only when entire business is sold: Goodwill cannot be sold in part. It can be
sold with the entire business only. The only exception is at the time of admission or
retirement of the partner.
5. It is difficult to place an exact value on goodwill: This is because its value may fluctuate
from time to time due to changing circumstances which are internal and external to business.
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Weighted Average Profit Method: This method is a modified version of average profit method.
In this Method each year’s profit is assigned a weight. The highest weight is attached to profit
of most recent year.
Eg: 2011-1, 2012-2, 2013-3, 2014-4.
Each year profits are multiplied by assigned weights. Products are added & divided by total
number of weights.
Weighted Average Profit: = Total Product of Profits
Total of Weights
Weighted average profit method is considered better than the simple average profit method
because it assigns more weightage to the profits of the latest year which is more likely to be
earned in future. This method is preferred when profits over the past years have been
continuously rising or falling.
Super profit Method: In this method goodwill is calculated on the basis of surplus (excess)
profits earned by a firm in comparison to average profits earned by other firms. Super Profit
are the excess of actual profit over normal profits. Where Normal profits are profits earned
by similar business.
Goodwill = Super Profit x Number of years of purchase
Super Profit = Average profit – Normal profits
Normal Profit = Investment (Capital Employed) Normal Rate of return
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Capital Employed = Capital + Free Reserves – fictitious Assets (if any),
or
All Assets – (Goodwill, fictitious assets, and non-trade Investment) – Outsider’s Liabilities
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Example:
Workmen compensation reserve as appeared in balance sheet = 100000
Pass journal entry in following cases
Case 1: workmen compensation is nil or no information regarding workmen compensation
Workmen compensation A/c Dr. 100000
To partner’s capital A/c (Old partners Old PSR) 100000
(Being workmen compensation reserve is distributed)
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Example:
Investment fluctuations reserves 60,000
Investment at cost 4,00,000
Pass journal entry in following cases
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Admission of a partner
Sometimes for the requirement of additional capital, technical support or to improve
managerial efficiency, a continuing partnership firm, in consensus with all the partners,
decides to admit a new partner in their business.
Section 31(1) of the Indian Partnership Act, 1932 provides that a person can be admitted
as a new partner only with the consent of all the existing partners, unless otherwise agreed
upon.
This is a form of reconstruction of partnership, as because whenever a new partner is
admitted to a firm, the partnership between/among the existing partners comes to an end
which begins a new partnership.
Usually the following accounting adjustments are required at the time of such admission:
1. Computation of New Profit-Sharing Ratio
2. Revaluation of Assets and Liabilities
3. Distribution of Reserves, Accumulated Profits and Losses
4. Adjustment for Goodwill
5. Adjustments regarding Capital Contribution of new partner and the Capitals of the
existing partners
6. Adjustment for Life Policy: Adjust surrender value in gaining /sacrificing ratio
Adjustment of capital
When the new partner’s capital is not given (he has to bring in the proportionate
capital/according to his share of profit).
Following steps are taken:
1. Calculate the capitals of old partners after making all the adjustments.
2. Calculate the total capital of the new firm as follows:
Total capital = Combined capitals of old partners after making all the adjustments x
Reciprocal of combined share of old partners in the new firm.
New Partner’s Capital = Total capital (as per step 2 above) x share of new partner
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Total capital of the new firm = New Partner's capital × reciprocal of new partner’s share
2. Calculate the new capitals of old partners by dividing the total capital of the new firm in
the new profit sharing ratio.
3. Show these capitals as closing capitals in the capital accounts and calculate the surplus or
deficiency, as the case may be. (As given in the question.)
Note: In case of the absence of any specific instruction the deficiency /surplus is adjusted by
bringing in or withdrawing cash and not through current account.
Retirement of a partner
After retirement of a partner, the other partners may continue the business. For paying off
the retiring partner(s), some specific adjustments are required to be done in the books of the
firm. These are discussed as follows:
1. Calculation of new profit-sharing ratio and gaining ratio,
2. Distribution of reserves and accumulated profits and losses,
3. Revaluation of assets and liabilities,
4. Adjustment for goodwill,
5. Adjustment for JLP: Adjust surrender value in gaining /sacrificing ratio.
6. Settlement of final balance of the retiring partner,
7. Adjustment of existing partners’ capital accounts.
Adjustment of capital
Three cases regarding adjustment of capital accounts
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(c) When retiring partner is to be paid through cash brought in by the continuing partners in
such a way as to make their capitals proportionate to the new profit-sharing ratio:
Following steps are to be taken in this case:
1. Calculate actual capitals of remaining partners after all adjustments relating to goodwill,
revaluation, accumulated profits/losses etc.
2. Add to above combined capitals, the capital of retiring partner after all adjustments
mentioned above.
3. Deduct the bank balance which is allowed to be utilised/ Add the bank balance which is
required to be maintained.
4. Calculate the proportionate capital of the remaining partners separately by multiplying
the total capital with their new share.
5. Calculate the surplus or deficiency of actual capital over proportionate capital by
comparing the capitals calculated in step 1 and step 6 above.
6. Adjust the surplus/deficiency through cash or partner’s current account as per the
instruction given in the question otherwise to bring cash in case of deficiency and to return
cash in case of surplus.
Death of a partner
If a continuing partner dies, then it leads to reconstitution of partnership firm.
In the event of death of a partner, the other partners may decide to continue the business
which requires certain adjustments to be made in the books of accounts of the existing
partnership firm which are as follows:
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The insurance premiums paid by the firm for JLP are considered an asset in which all partners
have a proportionate stake. This asset is particularly relevant during changes in the firm's
constitution (e.g., admission of a new partner, retirement, etc.) and upon a partner's death.
The policy's maturity value (or sum assured) is what the firm receives upon a partner's death
or at the end of the policy period. Alternatively, a firm may choose to surrender the policy
before maturity, receiving the policy's surrender value, which increases over time and represents
its fair value.
There are two main accounting approaches for JLPs:
Method A: The JLP is not treated as an asset in the firm's books.
Method B: The JLP is recognized as an asset in the firm's books.
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20000 0 200000
20000 15000 200000
20000 30000 200000
20000 50000 200000
20000 70000 200000
Year 2
Joint life insurance premium A/c Dr. 20000
To bank A/c 20000
(Being JLP Premium paid)
Policy Surrender
Bank A/c Dr. 15000
To JLP A/c 15000
(Being surrender value received on policy surrendered)
Note: The reason for surrender value distributed to old partners because JLP premium debited
to p&l A/c ultimately reduced the distributable profits available for partners therefore when
policy is surrender or matured it is distributed to old partners in their old psr.
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Year 2
Joint life insurance premium A/c Dr. 20000
To bank A/c 20000
(Being JLP Premium paid)
Year 3
Joint life insurance premium A/c Dr. 20000
To bank A/c 20000
(Being JLP Premium paid)
Policy surrendered
Bank A/c Dr. 30000
To JLP A/c 30000
(Being policy surrender value received)
Note: In this case due to creation of JLP(asset A/c) the amount of premium which needed to
be debited to p&l A/c is reduced and because of that the profit is increased by the amount
debited to JLP A/c and ultimately credited to partner’s capital A/c through p&l.
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Year 2
Joint life insurance premium A/c Dr. 20000
To bank A/c 20000
(Being JLP Premium paid)
Policy surrendered
Bank A/c Dr. 15000
To JLP A/c 15000
(Being surrender value received)
Note: JLP Reserve is created to postpone the distribution of the surrender value amount until
the JLP surrenders or matures.
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Dissolution of Partnership Firm means the complete winding-up of the partnership business.
This includes settling all debts, distributing assets to partners, and ceasing all business
activities, effectively ending the firm as a legal entity. (Current chapter)
Accounts to be prepared
1. Realization A/c
2. Partner’s capital A/c
3. Bank A/c
Realization Account
A Realisation Account is used during the dissolution of the partnership firm. It's an account
created to handle all transactions related to the closing of the firm.
The Realisation Account is used to:
➢ Consolidate and record the disposal of the firm's assets.
➢ Pay off the firm's liabilities.
➢ Determine the gain or loss on the dissolution of the firm's assets and liabilities.
Realization A/c
Particulars Amount Particulars Amount
To fixed Assets (Tangible + Intangible) By investment fluctuation reserve
including goodwill (investment present)
To debtors By provision for bad debts
To current assets (all the other assets By noncurrent liabilities (all the
of the firm except fictitious assets, other liabilities of the firm except
loans to partners, and cash or bank partners' loan account &
balance) partners' capital account)
To bank (payment of liabilities) By current liabilities
To partner’s capital A/c (liability By bank (sale of assets)
taken over)
To bank (dissolution expenses paid) By partner’s capital A/c (asset
taken over)
To partner’s capital A/c (profit on By partner’s capital A/c (loss on
realization) (B/f) realization) (B/f)
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Dissolution expenses
Who will bear: Not Mentioned Who will pay: Not Mentioned
Bear by firm Paid by firm
Note: If any creditor accepts any asset in full settlement of its claim, then no entry is
required (profit /loss on settlement is auto adjusted).
Note: If any unrecorded asset set off against unrecorded liability, then no entry is required.
Insolvency of partner
If a partner becomes insolvent and fails to pay his debit balance of Capital A/c either wholly
or in part, the unrecoverable portion is a loss to be borne by the solvent partners.
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In case of fluctuating capital method: consider opening capital with all adjustments except
realization profit/loss.
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Amount of Refund: the amount to be repaid will be determined having regard to the terms
upon which the admission was made and to the length of the period agreed upon and the
period that has expired.
Liability of other partners: the amount of refund payable shall be borne by the other partners
in their profit-sharing ratio.
Piecemeal Distribution
The order of the payment will be as follows:
(i) Realisation expenses
(ii) For provision for expenses that are to be made: Adjust the balance at the time of last
realisation – If actual > Estimated, then deduct the amount
If actual < estimated, then add the amount
(iii) Preferential creditors (say, Income Tax or any payment made to the Government)
(iv) Secured creditors – The amount realized from the disposal of assets by which they are
secured. If surplus realised, then use the funds for other liabilities or, If deficiency arise
from sale of asset then remaining secured creditors are treated as unsecured.
(v) Unsecured creditors – in proportion to the amount of debts, if more than one creditor
(vi) Partners’ loan – if there is more than one partner – in that case, in proportion to the
amount of loan
(vii) Partners’ capital – the order of payment may be made by any one of the following two
methods:
(a) Surplus Capital Method/ Proportionate Capital Method/ Highest Relative Capital
Method
(b) Maximum Possible Loss Method
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Note: If any partner taken over any asset, then deduct the value of asset taken over by the
partner from capital balance of that partner and because of such asset taken over the piecemeal
distribution got disturbed. so, to correct the same prepare a separate table to show the correct
distribution order if asset is not taken over by partner.
Total amount available for distribution assuming asset is not taken over by partner but the
same is sold in open market at same value = 90500 (Illustration 31)
Particulars M N P
a. Amount payable in the month of asset taken over - 4500 3000
b. Remaining [(90500 – 7500) in 5:3:2] 41500 24900 16600
c. Total amount payable (a + b) 41500 29400 19600
d. Amount already paid - 4000 10000
e. Amount to be paid 41500 25400 9600
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Note: After all realisation payments the final balance is realization profit/loss.
Note: If any contingent liability (Bills discounting) is there then make a provision for the same
before making payment for partners’ capital.
Amalgamation of partnership firms
It can also be formed in any of the following ways.
(A) When two or more sole proprietors forms new partnership firm;
(B) When one existing partnership firm absorbs a sole proprietorship;
(C) When one existing partnership firm absorbs another partnership firm;
(D) When two or more partnership firms form new partnership firm.
The amalgamation is used to be done to avoid competition amongst them and to maximize
the profit of the firm/firms.
(A) When two or more sole proprietors form a new partnership firm
When two or more sole proprietorship businesses amalgamate to form a new partnership
firm, the existing sets of books will be closed and a new set of books of accounts to be opened,
recording all assets, liabilities and transactions of the partnership.
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Step 2: Open a Realisation Account and transfer all assets and liabilities, except cash in hand
and cash at bank, at their book values.
However, cash in hand and cash at bank are transferred to Realisation Account only when
they are taken over by the new firm.
Step 3: All undistributed reserves or profits or losses (appearing in the balance sheet) are to
be transferred to Proprietor’s Capital Accounts.
Step 4: Calculate Purchase Consideration on the basis of terms and conditions agreed upon by
the parties.
The purchase consideration is calculated as = Agreed values of assets taken over - Agreed
values of liabilities assumed
Step 6: If there are any unrecorded assets or liabilities, they are to be recorded.
Step 8: To ensure that all the accounts of the Sole Proprietor’s business are closed.
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Conversion of Partnership Firm into a Company and Sale of Partnership Firm to a Company
The existing partnership firm is dissolved and all the books of account are closed. Broadly, the
procedure of liquidation of the partnership business is same as what has already been explained
in “Amalgamation of Partnership”
The Purchase Consideration is satisfied by the Company either in the form of cash or shares or
debentures or a combination of two or more of these. The shares may be equity or preference
shares. The shares may be issued at par, at a premium or at a discount. For the partnership,
the issue price is relevant which may form a part of the purchase consideration.
Additional entries in the books of firm apart from already discussed in amalgamation
Purchase consideration due
Purchasing company, A/c Dr.
To realization A/c
(Being PC due)
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Note: every limited liability partnership shall file the Statement of Account and Solvency in
Form 8 with the Registrar, within a period of thirty days from the end of the six months of
the financial year to which the Statement of Account and Solvency relates.
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Expenses
Raw material consumed
Purchases made for re-sale
Consumption of stores and spare parts
Power and fuel
Personnel Expenses
Administrative expenses
Payment to auditors
Selling expenses
Insurance expenses
Depreciation and amortization
Interest
Other expenses
Total expenditure
Net Profit or Net Loss (before taxes)
Provision for Tax
Profit after Tax
Profit transferred to Partners’ account
Profit transferred to Reserves and Surplus
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Note: Supplying any material information knowing it to be false or omits any material
information while filing return then punishment will be 1,00,000 to 5,00,000 and
imprisonment up to 2 years.
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