Unit 10 Dissolution of A Partnership Firm: 10.0 Objectives
Unit 10 Dissolution of A Partnership Firm: 10.0 Objectives
PARTNERSHIP FIRM
10.0 Objectives
10.1 Introduction
10.2 Meaqjng of Dissolution
10.2.1 Dissolution of Partnership
10.2.2 Dissolution of a Firm
10.3 Modes of Dissolution '
10.0 OBJECTIVES
After studying this unit you will be able to:
explain the meaning of dissolution
distinguish between dissolution of partnership and dissolution of a firm
enumerate the modes of dissolution
enlist the procedure for settlement of accounts
make necessary entries in the books on dissolution under various circumstances
and close them.
10.1 INTRODUCTION
In the previous two units you have studied that on the admission retirement or death
of a partner, the partnership comes to an end but the firm may continue, if the
partners so decide, with a new partnership coming into existence. But under certain
circumstances, the firm has to be discontinued and closed which is known as
dissolution of the firm. Hence, on dissolution of a firm the assets are to be disposed
off and the external liabilities are to be paid and the claims of the partners settled.
In this unit you will study the various modes and types of dissolution, the entries
required to be made on disposal of the assets of the firm and on payment of the
liabilities? the problems arising at the time of settlement of accounts of the partners
and their resolution as per the partnership deed and the Partnership Act.
There are essentially two modes of dissolution of the firm and in the vrhole of this
unit the dissolution of the firm shall be discussed. The modes of disso'rution of the
firm are: (a) Dissolution without the order of the court, and (b) Dissolution by the
order of the court.
Mssolution without the order of the court
A firm is dissolved without the order of the court in any one of the following ways:
1) Dissolution by agreement (Sec. 40): A firm may be dissolved (i) with the consent
of all the partners or (ii) in accordance with a contract between the partners.
2) Compulsory dissolution (Sec. 41): A firm is compulsorily dissolved under the
following circumstances:
i) When all the partners or all the partners but one are adjudicated insolvent.
The reason is simple that an insolvent person ceases to be a partner and there
cannot be a partnership firm without at least two persons.
ii) When one of the partners is adjudicated insolvent unless there is a coptract
to the contrary.
iii) When the business becomes unlawful on the happening of some event.
3) Dissolution on the happening of certain contingencies; These are as follows:
i) the expiry of the term for which the firm was constituted
ii) the completion of the adventure
iii) the death of a partner
iv) the adjudication of a partner as an insolvent already discussed under (2) (ii)
above
4) Dissolution by Noticl: in case of partnership at wil!.
Dissolution by Court
Under Section 44, the court ian order dissolution of the firm on the following
80 grounds:
1) Where a partner becomes of an unsound mind
ii) Where a partner is permanently incapacitated to perform his duties
iii) Where a partner is guilty of misconduct
iv) Where a partner persistently commits breach of the partnership agreement
v) Where a partner has transferred the whole of his interest in the firm
vi) Where the business cannot be carried on except at a loss
vii) Where the court is satisfied that it is just and equitable that the firm should be
After dissolution, the rights and obligations of all the partners continue as before in
all the things necessary for the smooth winding up of the business of the firm.
1) The assets of the firm must be first utilised in paying off the claims of third parties
against the firm.
2) ' The balance should be applied in repaying the advances (loans) made by the
partners to the firm as distinguished from the capital. If the amount is insufficient
to pay off the loans, they should be paid off rateably (proportionately).
3) The balance should be utilised in paying the claims of the partners in respect of
their capitals which should be after adjusting all accumulated profits or losses
and also drawings and realisations profit or loss.
Private Debts of Partners and Firms' Debts
The creditors of the firm (third party liabilities) shoula be paid out of the assets of
the firm. If there is any surplus, it will be divided among the partners as per their
claims which can be utilised for paying the private liabilities of the partners. Similarly,
the private creditors of partners should be first paid out of the private assets of
partners and if there is any surplus, it can be utilised for paying off the partnership
Dr.
Particulars ' Amount Particulars
Rs.
To Assets N c s By Liabilities N c s
(all the assets except (all the outside
Cash N c , Bank N c , debit Liabilities)
balances of P&L N c and
Partners' Capital N c ) By Bank N c
(cash realised on sale
To Bank N c of assets)
(cash paid to discharge
the liabilities) By Partners' Capital N c s
(Distribution of Loss,
To Partners' Capital Alcs if any)
(Distribution of profit,
if any)
I B~llspayable
Mrs. A's loan
Reserve Fund
30,oCO
20,000
10,000
Stock ~n trade
Debtors
Less Prov~s~on
40,OO
12.000
i
for Bad Debts 2.000 38.00
Capital Furn~ture 8,000
A 20.000 Mach~nerv 56,000
The firm wasdissolved on December 31, 1988. A took over investnre~~ts at an agreed
value of Rs. 16,000 and agreed to pay off the loan of Mrs. A. Stock realised
Rs. 10.000; Debtors Rs. 37,000; Furniture Rs. 9,000; and Machinery Rs. 50,000. The
creditors were paid off at a discount of 2112%. B agreed to realise the assets and pay
I
off the liabilities on a remuneration of Rs. 2,200. Actual expenses of realisation came
to be Ks. 2,000 which were paid by the firm. Give journal entries and prepare
Realisation Account, Partners' Capital Accounts and Bank Account to close the
books.
I Solution
1 I To Realisation N c ' I
i II To Realisation A/c
(total amount realised from sale of assets)
I v)
Realisation N c Dr.
1 1,04,10(!
I
' Dr.
B's Capital Account
To Realisation .4/c
To Profit & Loss A/c
Bank Account
To Balance bid
To Realisation A/c
whether realisation loss is brought in cash or not. But if the question asks you to solve
it as per Garner vs. Murray rule, it would be advisable to show the realisation loss
as brought by the solvent partners in cash, which will make their capital account
balances as they were on the date of insolvency.
Dissolution on account of insolvency will be discussed under two sub-heads: (1) When
one of the partners is insolvent and (2) When all the partners are insolvent. The
accountini treatment in certain respects will be different under the two, Let us now
take them up one by one.
I
Illustration 2
A , B and C are partners sharing profits in the ratio of 2:2:1 respectively. On
Dcccmher 31, 1988. theaate of dissolution of the firm, their Balance Sheet stood as
tollows:
I.iahilities R9 Awtc
Creditors 30.lMH) Fixed Assets
Reserve Fund h.(lM) Barlk Balan~c
Capital Account9 Othcr Currcrit A99ct9
A 21,0(lo Current Account-C
B 9.tn)O
88 c -3.t~~) ~3.tnw)
DLPsoluUan d a Partn~rrshipFirm
Rs. Rs.
To Realisation A/c 18,240 By Balance bld 3 .OOo
To C's Capital Alc 3,960 By Reserve Fund Alc 2.400
(share of deficiency) - By B's Capital A4 16.800
22,200
- 22.200
C's Current 4ccuunt
Rs.
T o Balance bld 9,000 By Reserve Fund Alc
T o Real~sat~on
Alc -9,120 By C ' s Capital Alc
-
18,120
Bank Account
Rs.
T o Balance bld 1,500 By R e a l ~ s a t ~ oAlc
n
T o Realisat~onAlc 24.0M) By Realisation A/c
T o C's Cap~talAle 720 By A's Capital Alc
T o B's Capital Alc -7,800
-
34,020
-
Note: The reallsat~onloss of Rs. 45,600 and the Reserve Fund Rs. 6.000 have been dlvided V o n g the
partners lnclud~ngthe ~nsolventpartner in thelr proflt sharlng ratio of 2:2.1 respectivel$ But the
deficiency of the ~nsolventpartner C Rs. 13.20() after ddjustlng Rs. 720 brought by h ~ mIn cash 1s
dlvlded between the wlvent pdrt~er?.Aand B In t h c ~ rt~xedcapital ratlo wh~chis 21 .OM) 9.0Wor 7:3.
In lllustration 2 the capital accounts of the partners were kept on fixed basis and hence
the deficiency of the insolvent partner was divided between the solvent partners in
the ratio of their fixed capitals. But in case the capital accounts are kept on fluctuating
basis, the deficiency of the insolvent partner will be divided between the solvent
partners in the ratio of capitals as on the date of insolvency. lllustration 3 will help
you to clarify this point better.
Illustration 3
A , B, C and D are partners sharing profits in the ratio of 3:3:2:2 respectively. The
following is the Balance Sheet as on December 3 1 , 1988 when the firm was dissolved:
L~abilities Assets
Rs. Rs.
Creditors lR.o()O Cashat Bank 3.MU3
General Reserve 201UIO Debtors 161UM)
Capital AecounJs Stock 22.000
A 21.000 Furniture 7.o(M)
B -
I2.oOU 33.olX) Capital Accounts
C I6 (MH)
- D - 7.000 23.0(H)
-
71 .OM)
- 7 1 ,Oo(I
-
Debtors realised Rs. 12,000; Stock Rs. 16,000 and Furniture Rs. 5,000. Creditors
were paid in full. Outstanding repairs bill for Rs. 3,500 was not recorded in the books.
Partners' joint life policy for Rs. 20,000 was surrendered for Rs. 3,500. The expenses
of realisation came to Rs. 500. C was insolvent but a sum of Rs. 4,200 was recovered
from hts estate. Write up accounts to close the books of the firm as per Garner vs.
Murray rule. You are also required to give proper working notes wherever necessary.
Solution
Realisation Account
Dr.
Rs.
To Debtors 16,000 By Creditors
To Stock A/c 22,000 By Bank A/c (assets real~sed)
To Furn~tureN c 7,000 By Bank.A/c
(Jolnt l ~ f epolicy)
90 To Bank Alc (crs. ant1 rep:rlrs) 2I 500 / I , V Capital A/cs (share of loss)
-
To Bank A/c (realisation exp.) 500 A 3,750 Dissolution of a Pa
B 3,750
Rs.
To Realisation (loss) 21,000
To C's Capital A/c 6,180 By General Reserve A/c 6,000
(share of deficiency)
Rs.
To Redlisation (loss) 3,750 By Balance bld 12,000
To C's Capital A/c 4,120 By General Reserve Alc 6,000
(share of deficiency)
To Bank A/c -
13,880 By Bank Alc
21,750
-- (payment of realisation loss) 21,750
-
-
Rs. Rs.
To Balance bld 16.000 By General ReserCe N c 4,000
To Realisation (loss) 2,500 By Rank Alc 4,200
By A's Capital Alc 6,180
By B's Capital Alc -
4,120
-
18,500
Rs.
To Balance bld 7,000 By General Reserve Alc 4,000
To Realisation (loss) 2,500 By Bank Alc
- 5,500
-
9,500 9,500
Bank Account
Rs.
To Balance 'old 21,500
To Realisation +/c 500
To Realisatit~nAlc 20.820
To A's Capital A/c 13.880
To B's Capital Alc
To C's Capital Alc
To D's Capital Alc
their respective shares in the accuniulated profits or losses which will be calculated
Due to pauci!y of funds the firm was dissolved on January 1, 1989. Bank b a n was
secured against stock which realised Rs. 22,000. The debtors realised Rs. 15,000 and
Furniture Rs. 2,000. The expenses on realisation were Rs. 1,MM. B and C could not
pay anything from their private estates.
However, a sum of Rs. 1,200 was received from the private estate of A.
Prepare accounts to close the books of the firm.
Solution
R m b a t b o Account
Dr.
Rs.
TOStyk NC 'Q,m Rv Rank I r a n 4/c
18,OW By Cash Xic (assets realised) 39.000 Dissolution of 81 Partnership Firm
Cash Account
To Balance bld
To Realisation A/c
To A's Capital Alc
---
Sundry Creditors Account
Rs. Rs .
To Cash N c 31,200 By Balance bld 42,000
To Deficiency A/c 10,800 -
42,000
-- 42,000
-
Deficiency Accouat
--------
To C's Capital A/c
By A's Capital NC
Note: Bank loan is secured against stock and hence, i s fully secured as the sale proceeds of stock are
more than the amount of loan. Hence, it is transferred to Realisation A/c and paid oft there. As
all the partners are insolvent, the deficiency or surplus in their capital accounts have been
transferred to Deficiency Account. Similarly, the surplus in sundry creditors account is also
transferred.
account of the firm have to be closed. The procedure is more or less the same as
under simple dissolution. The assets taken over by the company (not all marketable
~~rtoclahlp
Accounts assets) are translerred to the Realisation Account which may also include cash if
taken over. Similarly, liabilities taken over by the company are also transferred to
Realisation Account. The purchase price commonly known as "Purchase'
Consideration" agreed between the parties is debited to the purchasing Company's
Account and credited to Realisation Account. The purchasing company settles the
purchase price by paying cash or issuing equity shares or both. Cash Account and
Equity Shares in Purchasing Company's Account will be debited and the account of
the purchasing company will be credited. Assets not taken over by the company are
disposed off and any profit or loss on such disposal is transferred to Realisation
Account. Or alternatively even those assets not taken over by the company be
transferred to the Realisation Account and realised through it, so that profit or loss
shall automatically get transferred to it. Similarly, liabilities not taken over by the
company will be paid off and any surplus or deficit shall be Gansferred to Realisation
Account. Alternatively, even those liabilities not taken over by the company may be
transferred to Realisation Account and paid off through it, so that the surplus or
deficit on this account automatically gets transferred to it. The expenses or
realisation, if any, shall be debited to Realisation Account. The balance in the
Realisation A/c will be either profit or loss whieh shall be transferred to the capital
accounts of the partners in their profit sharing ratios. The cash and shares received
. from the purchasing company will be divided among the partners as peg agreement
and books closed.
The purchase price may be glven in the question as a lump sum. But very often the
purchase price is not given but the student has to calculate it. There are two methods
of calculating purchase consideration. (1) Net Assets Method; and (2) Net Payments
Method. Under Net Assets Method, the agreed value of all the assets taken over by
the company including goodwill will be totalled from which the total of all the
liabilities taken over by the company shall be deducted and the resultant figure will
be the amount of net assets taken over and hence, the purchase consideration. Under
Net Payments Method, all the payments made by the purchasing company in the form
of cash, shares and debentures shall be totalled and this will be purchase
consideration. Sometimes, the purchasing company also pays the cost of winding up
of the firm which should be added to the purchase consideration. Another important
point to remember is the division of shares among the partners. The shares should
be divided among the partners as per agreement given in the question. But if nothing
is mentioned in the question in this respect, the shares may be divided in their profit
sharing ratios or alternatively in the ratio of their final claim. If the shares are divided
in profit sharing ratios, the balance claim will be paid in cash. But in case the shares
are divided in the ratio of their final claim, cash will also be divided in the same ratio.
Illustration 5
A , B and C were carrying on business in partnership sharing profits and losses in the
ratio of 5:3:2 respectively. On December 31, 1988 they agreed to sell their partnership
business to a limited company. The Balance Sheet of the firm as on the date of sale
was as follows:
Balance Sheet as on December 31, 1988
The Company took the following assets at the valuations shown against each asset.
Buildings 80,080
Machinery 25,000
Furniture 5 ,OOo
Book Debts 38,000
Stock 30,000
94 Goodwill ??,000
Partnership Accounrs
i-
Rs.
T o A's CapitakNc 5,000 By Balance bld
T o B's Capital A/c 3 .rn
To C's Capital Alc -
2 ,000 -
10.000 10,000
-
Creditors taken over = Rs. 20,000.
Net Ahsets = Rs. 2,00,000 - Rs. 20,000 = Rs. 1,80,000.
The purchasing company has also agreed to pay the cost-sf
. winding up Rs. 4,000.
+
Hence, Purchase Consideration = Rs. 1,80,000 Rs. 4,000 = Rs. 1,84,000.
'2
Check Your Progress B
1 How do you settle the accounts of the partners in Garner vs Murray rule?
...............................................................................................................
...............................................................................................................
............................................................................................................... \
10.8
- ANSWERS TO CHECK YOUR PROGRESS
A 1 i) Dissolution of partnership,
ii) Dissolution of partnership,
iii) Dissolution of firm,
iv) Dissolution of firm.
v) Dissolution of partnershiip.
Rs. Assets C
Rs.
20,000 Cash 5 ,000
Reserve Fund 12,000 Debtors 22,000
Capital Accounts : Stock 15,000
Atul 40,000 Furniture 6,000
Bimal 20,000 Machinery 40,000
9,000
-
97,000
-
A took over Buildings for Rs. 18,000 and B took overinvestments for Rs. 3,600.
Debtors, Stock and Machinery realised Rs. 22,000, Rs. 16,000 and Rs. 8,000
respectively. Furniture \;as sold for Rs. 4,000. The creditors were paid off at a
discount of ll/z%. There was a contingent liability for a bill receivable for
Rs. 2.400 discounted which was dishonoured by the drawee and it is estimated that
nothing will be recovered. Rs. 400 written off previously as bad debt were
recovered. Expenses of winding up were Rs. 800.
There was an unrecorded asset which ultimately realised Rs. 360 when sold in the
market.
A bill for repairs of machinery amounting to Rs. 520 was still not paid and was
also not recorded in books.
All the partners were declared insolvent.
Prepare necessary accounts to close the books of the firm.
(Answer : Realisation loss : Rs. 21,000; Insolvent Parnter C's deficiency borne
by A - Rs. 1,200 and by B - Rs. 800; A receives Rs. 4,300 and B
receives Rs. 11,300 excluding loan amount.)
5) A and B are partners in a firm sharing profits and losses in the ratio of 3:2
respectively. Their Balance Sheet as on December 31, 1988 was as follows.
- -
Balance Sheet as on December 31, 1988
1,26.000
The partners have decided to convert their business into a limited company as
from January 1,1989. For this purpose, a new company is formed which will take
over the business of the partnership firm. Current assets are taken over at book birdoilon d r PuWmhlp nnn
values and other assets at the values given below :
Name of the asset Agreed Value
Furniture 4,ooo
Machinery 20,000
Buildings 80,000
Goodwill ~,ooO
The company has agreed to issue equity shares of the face value of Rs. 10 each
as fully paid at par for the purchase consideration as agreed above.
Note : These questions will help you to understand the unit better. Try to
write answers for them. But do not submit your answers to the
University for assessment. These are for your practice only.
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