Fundamentals of Accounting 2

PARTNERSHIP AND CORPORATION ACCOUNTING

PARTNERSHIP DEFINITION:
In a contract of partnership, two or more persons bind themselves to contribute money, property or industry to a common
fund, with the intention of dividing the profit among themselves. Two or more persons may also form a partnership for the
exercise of a profession (GPP).

CHARACTERISTICS OF PARTNERSHIP
The characteristics of partnership are different from sole proprietorships already studied in basic accounting. Some of the
more important characteristics are as follows:

MUTUAL CONTRIBUTION. There cannot be a partnership without contribution of money, property or industry/services.
DIVISION OF PROFITS OR LOSSES. The essence of partnership is that each partner must share in the profits or losses of the
partnership.
CO-OWNERSHIP OF CONTRIBUTED ASSETS. All assets contributed to the partnership are owned by the partnership by the
virtue of its separate and distinct juridical personality. If one partner contributes an asset to the partnership, all partners
jointly own it in a special sense.
MUTUAL AGENCY. Any partner can bind the other partners to a contract if he is acting within his express or implied
authority.
LIMITED LIFE. A partnership has a limited life. It may be dissolved by admission, death, insolvency, incapacity, withdrawal of
a partner or expiration of the term specified in the partnership agreement.
UNLIMITED LIABILITY. All partners (except limited partners) are personally liable for all debts incurred by the partnership. If
the partnership cannot settle its obligations, creditors' claims will be satisfied from the personal assets of the partners
without prejudice to the rights of the separate creditors of the partners.
INCOME TAX. Partnerships (except General Professional Partnerships) are subject to 30% corporate tax rate.
PARTERS' EQUITY ACCOUNTS. Accounting for partnerships are much like accounting for sole proprietorships. The difference
lies in the number of partners' equity accounts. Each partner has a capital account and a withdrawal account that serves
similar functions as the related accounts for sole proprietorships.

PARTNERSHIP DISTINGUISHED FROM A CORPORATION

MANNER OF CREATION. A partnership is created by mere agreement of the partners while a corporation is created by
operation of law.
NUMBER OF PERSONS. Two or more persons may form a partnership; while in a corporation, at least five (5) persons but not
exceeding fifteen (15).
COMMENCEMENT OF JURIDICAL PERSONALITY. In a partnership, juridical personality commences from the execution of the
articles of partnership ; while in a corporation, from the issuance of certificate of incorporation from the Securities and
Exchange Commission.
MANAGEMENT. In a partnership, every partner is an agent of the partnership if the partners did not appoint a managing
partner, in a corporation, management is vested on the Board of Directors.
EXTENT OF LIABILITY. In a partnership, each of the partners (except limited partner) is liable to the extent of his personal
assets; while in a corporation, stockholders are liable only to the extent of their interest or investment in the corporation.
RIGHT OF SUCCESSION. In a partnership, there is no right of succession; while in a corporation, there is right of succession. A
corporation has the capacity of continued existence regardless of death, insanity, withdrawal, insolvency, or incapacity of its
directors or stockholders.
TERM OF EXISTENCE. In a partnership, for any period of time as stipulated by the partners; in a corporation, not to exceed
fifty (50) years but subject to extension.

ADVANTAGES AND DISADVANTAGES OF A PARTNERSHIP

ADVANTAGES VERSUS SOLE PROPRIETORSHIPS

1. Brings greater financial capability to the business.
2. Combines special skills, expertise and experience of the partners.
3. Offers relative freedom and flexibility of action of decision-making.
ADVANTAGES VERSUS CORPORATION
1. Easier and less expensive to organize
2. More personal and informal

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DISADVANTAGES
1. Easily dissolved and thus unstable compared to a corporation
2. Mutual agency and unlimited liability may create personal obligations to partners.
3. Less effective than a corporation in raising large amount of capital.

KINDS OF PARTNERSHIP

ACCORDING TO OBJECT.
1. Universal partnership of all present property. All contributions become part of the partnership fund.
2. Universal partnership of profits. All that the partners may acquire by their industry or work during the existence of
the partnership and the use of whatever the partners contributed at the time of the institution of the contract
belong to the partnership.
3. Particular partnership. The object of the partnership is determinate-its use or fruit, specific undertaking, or the
exercise of a profession or vocation.
ACCORDING TO LIABILITY.
1. General. All partners are liable to the extent of their personal property.
2. Limited. The limited partners are liable only to the extent of their personal contributions. In a limited partnership,
the law states that there shall be at least one general partner.
ACCORDING TO DURATION.
1. Partnership with a fixed term or for a particular undertaking.
2. Partnership at will. One in which no term is specified and is not formed for any particular undertaking.
ACCORDING TO PURPOSE.
1. Commercial or Trading Partnership. One formed for transaction of business.
2. Professional or non-trading. One formed for the exercise of profession.
ACCORDING TO LEGAL EXISTENCE
1. De Jure. One which has complied with all the legal requirements for its establishment.
2. De Facto. One which has failed to comply with all the legal requirements for its establishment.

KINDS OF PARTNERS

1. GENERAL PARTNER. One who is liable to the extent of his personal property.
2. LIMITED PARTNER. One who is liable only to the extent of his capital contribution.
3. CAPITALIST PARTNER. One who contributes money or property to the common fund.
4. INDUSTRIAL PARTNER. One who contributes his knowledge, skills or services to the partnership.
5. MANAGING PARTNER. One whom the partners have appointed as the manager of the partnership.
6. LIQUIDATING PARTNER. One who is designated to wind up or settle the affairs of the partnership after dissolution.
7. DORMANT PARTNER. One who does take active part in the business of the partnership and is not known as a
partner.
8. SILENT PARTNER. One who does not take part in the business of the partnership though may be known as partner.
9. SECRET PARTNER. One who takes part in the business of the partnership but is not known to be a partner by
outside parties.
10. NOMINAL PARTNER or PARTNER BY ESTOPPEL. One who is actually not a partner but who represents himself as
one.

ARTICLES OF PARTNERSHIP
A partnership may be constituted orally or in writing. In the latter case, the partnership agreements are embodied in the
Articles of Partnership. The following important provisions may be contained in the agreement:
1. The partnerships name, nature, purpose and location;
2. The names, citizenship and residences of the partners;
3. The date of formation and the duration of the partnership;
4. The capital contribution of each partner, the procedure for valuing non-cash investments, treatment of excess
contributions ( as capital or as loans) and the penalties for a partners' failure to invest and maintain the agreed
capital;
5. The rights and duties of each partner;
6. The accounting period to be adopted, the nature of accounting records, financial statements and audits by
independent CPA;
7. The method of sharing net income or net loss, frequency of income measurement and distribution, including any
provisions for the recognition of differences in contributions;
8. The drawings or salaries allowed to partners;

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9. The provision for arbitration of disputes, dissolution and liquidation.

SEC REGISTRATION
When a partnership capital in P3,000 or more, in money or property, the public instrument must be recorded with the
Securities and Exchange Commission (SEC). Even if not registered, the partnership having a capital of P3,000 or more is still
valid and therefore has legal personality.
To register a partnership with SEC, here are the basic steps to follow:
 Have your proposed business name verified in the verification unit of SEC;
 Submit the following documents:
◦ Articles of Partnership
◦ Verification slip for business name
◦ Written undertaking to change business name if required
◦ Tax Identification Number of each partner and or that of the partnership
◦ Registration data sheet for partnership duly accomplished in six copies
◦ Other documents that may be required.
 Pay the registration/filling and miscellaneous fees;
 Forward documents to the SEC Commissioner for signature.

ACCOUNTING FOR PARTNERSHIP

A partners’ capital account is credited for his initial and additional net investment (assets contributed less liabilities assumed
by the partnership), and credit balance of the drawing account at the end of the period. It is debited for his permanent
withdrawals and debit balance of the drawing account at the end of the period.

Permanent withdrawals are made with the intention of permanently decreasing the partners’ capital while temporary
withdrawals are regular advances made by the partners in anticipation of their share in net income.
The use of drawing accounts for temporary withdrawals provides a record of each partner’s drawing during an accounting
period. Hence, drawing in excess of the allowed amounts as stated in the partnership agreement may be controlled.

Notice that the net income/loss is credited or debited either to the drawing account or to the capital account. The choice of
the account to credit or debit depends on the intention of the partners. If they wish to maintain their capital accounts for
investments and permanent withdrawals, then net income or loss should be entered in the drawing account. On the other
hand, if the purpose of the partners is to make net income/loss part of their capital, then the capital account should be
used. In either case, the resulting partner’s ending capital balance will be the same.

Partner’s Capital Account

Debit Credit
1.Permanent Withdrawal 1.Original investment
2. Debit balance of the 2. Additional investment
drawing account at the 3. Credit balance of the
end of the period. drawing account at the end of
the period
Partner’s Drawing Account
Debit Credit
1.Temporary Withdrawal 1.Share in the net income (this
2. Share in net loss (this may be credited directly to
may be debited directly to Capital)
Capital)

LOANS RECEIVABLE FROM OR PAYABLE TO PARTNERS

If a partner withdraws substantial amount of money with the intention of repaying it, the debit should be to LOANS
RECEIVABLE-Partner account instead of to Partner’s Drawing account. This account should be classified separately from the
other receivables of the partnership.

A partner may lend amounts to the partnership in excess of his intended permanent investment. These advances should be
credited to LOANS PAYABLE-Partner account and not to Partners’ Capital account classified among the liabilities but separate
from the liabilities to outsiders. This distinction is important in case of liquidation. Loans payable to partners must be paid
after the claims of outside creditors have been paid in full. These loans have priority over partners’ equity.

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PARTNERSHIP FORMATION

VALUATION OF INVESTMENTS BY PARTNERS

The books of the partnership are opened with entries reflecting the net investments/contributions of the partners to the
firm. Assets accounts are debited for assets contributed to the partnership, liability accounts are credited for any liabilities
assumed by the partnership and separate capital accounts are credited for the amount of net investment of each partners.

Partners may invest cash or non-cash in the partnership. When a partner invests non-cash assets, they are to be recorded at
values agreed by the partners. In the absence of agreement, the contribution will be recognized at their fair market values at
the date of transfer to the partnership.

Fair market value of an asset is the estimated amount that a willing seller would receive from a financially capable buyer for
the sale of the asset in a free market.

ADJUSTMENT OF ACCOUNTS PRIOR TO FORMATION

In cases when the prospective partners have existing businesses, their respective books will have to be adjusted to reflect
the fair values of their assets or to correct misstatements in the accounts. If adjustments will not be made, the initial capital
balances of the partners may be inequitable.

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