Partnership Formation and Operation
Partnership Formation and Operation
Partnership Formation and Operation
Partnership Formation:
All assets contributed to the partnership are recorded by the partnership at their agreed values (or fair
market values, in the absence of agreed values).
All liabilities that the partnership assumes are recorded at their net present values. Thus, if a partner
contributes a noncash asset to the partnership (e.g., land or equipment) subject to mortgage, the
contributing partner’s capital account is credited for the agreed value (or fair values) of the noncash
asset less the mortgage assumed by the partnership.
The capital account is used to account for permanent withdrawals and additional contributions. Other
important accounts include a drawing account and loans to or from partners.
The drawing account is used to account for net income or loss and personal or normal withdrawals,
i.e., share against net income. It is closed at the end of the period into the capital account. Loan
accounts are set up for amounts intended as loans, rather than as additional capital investments.
Order of Priority: (Asset Valuation) If items 1-3 are not given, check if there
1. agreed values (upon agreement of partners) are any subsequent transactions after
2. fair market value of the asset contributed the formation of the partnership where
3. book value of the asset contributed the asset contributed was eventually
4. cost of the asset contributed sold. Use the non-cash asset's selling
5. not recognized at all price as the basis of its valuation from
the partnership formation.
Cash Contribution = measured at face value
After determining the valuation of the assets contributed, the liabilities assumed by the partnership,
the agreed capitalization, and the method to be used to arrive at their agreed capitalization, the
financial statements can now be presented as of a given period after the formation.
After which, the partnership has to be registered to the office of the Securities and Exchange
Commission if the combined capital exceeds P 3,000 or if there are real properties contributed. The
contract of the partnership must be in public.
The juridical personality of a partnership starts as early as the execution of the contract. Unlike for
corporations, their juridical personality starts upon receipt of the certification of registration. Finally,
the partnership must comply with all the requirements needed by various regulatory bodies.
The parties may become partners only upon contribution of money or property but
not of industry or service.
: Contribution of partners in a partnership may vary from money or property
(called capitalist partner), and industry or service (called industrial partner).
The capital to be credited to each partner upon formation may not be the amount
actually contributed by each partner.
: Complying to the agreed capitalization may require partners to have
additional investments or withdrawals from their original contribution.
Under the generally accepted accounting principles in the Philippines, what is the acceptable reason
when the amount credited to a partner is greater than the amount actually contributed by such partner
during partnership formation?
Receipt or transfer of capital from the other partner by virtue of partner’s
agreement resulting to bonus to the said partner.
He refers to a partner who contributed not only money and property but also industry to the newly
formed partnership?
He refers to a partner who contributed not only money and property but also industry to the newly
formed partnership?
Capital-Industrial Partner
It refers to a type of partnership wherein all partners are liable to the creditors pro-rata up to the
extendof personal or separate assets after the partnership’s assets are exhausted.
General Partnership
Len May
Cash 10,000,000 20,000,000
Accounts Receivable 20,000,000 30,000,000
Inventories 70,000,000 40,000,000
Property, Plant, and Equipment 50,000,000 10,000,000
Accounts Payable 40,000,000 20,000,000
Notes Payable 30,000,000 50,000,000
Interest on Notes Payable 10% 5%
Capital 80,000,000 30,000,000
a. Len and May will contribute all its assets and liabilities to the newly formed partnership.
b. The parties agree to provide 10% and 20% allowance for the bad debts to the accounts receivable
of Len and May, respectively.
Allowance for Bad Debts (Len - 10%) 2,000,000
Allowance for Bad Debts (May - 20%) 6,000,000
c. The inventories of LEN and MAY are reported at historical cost and have net realizable value of P
60M and P 45M, respectively.
Cost of Inventories - Len 70,000,000
(10,000,000 difference)
Net Realizable Value - Len 60,000,000
Cost of Inventories - May 40,000,000
Net Realizable Value - May 45,000,000
d. The PPE of LEN and MAY have not been depreciated and should be depreciated by 40% and 30%
respectively.
Accumulated Depreciation (Len - 40%) 20,000,000
Accumulated Depreciation (May - 30%) 3,000,000
e. The interest payable on both notes payable were unrecorded and unpaid since the date of contract.
LEN’s note payable is dated April 1 while MAY’s note payable is dated June 30.
Interest Payable - Len 2,250,000
(30,000,000 x 10% x 9/12)
Interest Payable - May 1,250,000
(50,000,000 x 5% x 6/12)
f. Nancy shall have 20% interest in the partnership upon contribution of sufficient cash.
Both the books of Len and May will be adjusted accordingly, with the adjustments charged directly to
capital. After adjusting the balances, Len and May will have to close their books as well as their TIN.
(tax ruling: Close the businesses to close their TIN, creating a new one for the partnership.)
2. A, B, C decided to form ABC Partnership. It was agreed that A will contribute an equipment with
assessed value of P 100,000 with historical cost of P 800,000 and accumulated depreciation of P
600,000. A day after the partnership formation, the equipment was sold for P 300,000.
B will contribute a land and building with carrying amount of P 1,200,000 and fair value of P 1,500,000.
The land and building are subject to a mortgage payable amounting to P 300,000 to be assumed by the
partnership. The partners agreed that B will have 60% capital interest in the partnership. The partners
also agreed that C will contribute sufficient cash to the partnership.
3. Charlie and Delta formed a partnership. Charlie invested cash worth P 85,000 and a machine. On the
other hand, Delta contributed cash worth P 55,000 and an equipment which has a mortgage of P
35,000 which Delta will pay personally. The total capital after formation was P 360,000. They also
further agreed to reflect 55:45 ratio as to their capital balances respectively. No other investment of
withdrawal occurred other than mentioned to reflect their capital ratio agreement.
4. On January 1, 2022, Regina, Jessica and Nataly formed a partnership with profit or loss sharing
agreement of 2:3:5.
Regina contributed a land with assessed value from the city assessor in the amount of P 1,000,000.
The land is subject to a real estate mortgage which is annotated to the title of the land in the amount
of P 800,000 and will be assumed by the partnership. The appraised value of the land is P 2,400,000.
Jessica, contributed a building with a cost of P 2,000,000 and accumulated depreciation of P
1,500,000. The fair value of the building is P 800,000. Nataly contributed investment in trading
securities with historical cost of P 6,000,000. The trading securities have quoted price in active market
of P 3,000,000.
The partners decided to bring their capital balances in accordance with their profit or loss sharing
agreement. The total agreed capitalization of the new partnership is P 10,000,000.
B. Partnership Operation:
Division of Profits and Losses:
As a rule profits and losses are allocated based on agreement. Various methods exist for the
division of partnership profits and losses, including the following:
1. Equally;
2. Arbitrary ratio;
3. Capital contribution ratio;
a. Original Capital/Initial Investment
b. Beginning Capital of Each Year
c. Average Capital (fairest)
d. Ending Capital of Each Year
4. Interest on capital balance and/or loan balances and the balance on agreed ratio;
5. Salaries to partners and balance on agreed ratio;
6. Bonus to partners and the balance on agreed ratio;
a. Bonus as an “expense” in computing the bonus amount. Here, bonus is
computed based on net income after bonus.
b. Bonus as a distribution of profit. Here, the bonus is computed based on net
income before deducting the bonus.
7. Interest on capitals and/or loan balances, salaries to partners, and bonus to partner and
balance on agreed ratio.
The method of division to be used in any given situation is generally the method specified in the
partnership agreement. This agreement must always be consulted first since it is legally binding on the
partners.
If no profit and loss sharing arrangement is specified in the partnership agreement, the partnership
requires that profits and losses be shared according to capital contribution.
Capital contribution should be interpreted to be original capital/beginning capital of each year in the
absence of original capital.
Similarly, if the agreement specifies how profits are to be shared but it is silent as to losses, losses are
to be shared in the same manner as profits.
Notice that the profit and loss sharing ratio is totally independent of the partners’ ownership interests.
2. In the absence of agreement as to distribution of profit, how shall the partnership profit be
distributed to the partners?
The industrial partner shall receive a just and equitable share and the remainder
shall be distributed to the capitalist partners on the basis of capital contribution
ratio.
: in the distribution of profits, the industrial partners always receives first. The
remainder will be distributed to the capitalist partners by agreement.
3. In the absence of agreement as to distribution of loss, how shall the partnership loss be distributed
to the partners? (with the assumption that there is a profit agreement ratio)
The industrial partner shall be exempted from partnership loss while the capitalist
partners shall be distributed in accordance with profit agreement ratio.
: no losses shall be shared to the industrial partner and the capitalist partners will
distribute the loss in accordance with profit ratio or contribution ratio.
For the year ended December 31, 2022, the partnership reported net income of P 750,000. What is the
share in net income of Drumond for the year ended December 31, 2022?
The following transactions regarding the capital balance of the partners for year 2022 are provided:
The chief account of the partnership reported net income of P1,000,000 for year 2022. What is the
capital balance of Klay on December 31, 2022?
Drumond Jordan
Beg. Capital 1,000,000 500,000
Profit (2022) 451,500 548,500
Additional Inv. 700,000 100,000
Withdrawals (200,000) (200,000)
End. Capital 1,951,500 948,500
3. On January 1, 2022, Kobe, Lebron and Michael formed a partnership with respective capital
contribution of P 2,000,000, P 5,000,000 and P 3,000,000. The articles of co-partnership provides that
profit or loss shall be distributed accordingly:
On December 31, 2022, Kobe and Lebron made withdrawals of P 500,000 and P 1,000,000, respectively.
The statement of financial position of the partnership shows that Lebron’s capital on December 31,
2022 is P 6,500,000. What is the capital balance of Kobe on December 31, 2022?
4. On January 1, 2021, Angel, Bea and Colleen formed a partnership with original capital contribution
ratio of 4:5:1 for total agreed capitalization of P 5,000,000. The profit or loss ratio agreement provides
that profits shall be distributed in the ratio of 3:2:5 while loss shall be distributed in the ratio of 6:1:3.
During 2021, the partnership reported net income of P 2,000,000 with Angel and Bea withdrawing P
500,000 and P 300,000, respectively. During 2022, the partnership reported net loss of P 1,000,000 with
Bea and Colleen withdrawing P 200,000 and P 400,000 respectively.