Partnerships: Formation, Operation and Ownership Changes
Partnerships: Formation, Operation and Ownership Changes
INTRODUCTION
Of the three kinds of business organization, the partnership is probably the least studied. In the next two
chapters, you will learn how to account for the formation of a partnership, how to allocate income, how to
change equity interests, and finally how to dissolve the partnership. It is important to learn how
partnerships are like corporations and how they are not like corporations.
CHAPTER OUTLINE
3. Limited partnerships allow general partners to get more capital without losing control
4. There may also be certain tax advantages to a partnership
C. Joint ventures – two or more parties to accomplish a single or limited goal
1. Relationship is governed by an agreement. Each party participates in the overall
management of resources
2. Organized as corporations or partnerships.
15.4 Partnership Agreement
A. A partnership agreement is a contract between the partners that spells out each partner’s
investment, return, contribution, and any other eventuality that might help the partners.
B. See extensive list of the things which should be included in a partnership agreement in text
C. The law does not require that partnerships have a formal agreement, but there are obligations
and restrictions to partnerships in the UPA which will be applied if there is no formal
agreement
D. Partners should get legal and accounting help to create the partnership agreement
E. Capital interest versus profit interest
1. A partner’s capital interest and profit interest in the partnership are not the same thing
2. Capital interest is the partner’s share of net assets
3. Profit interest is divided as the partners have agreed, which might have nothing to do with
capital investment
15.5 Accounting for a Partnership
A. Basic accounting rules
1. A partnership is a separate accounting entity, just like a proprietorship
2. The financial statements should reflect only partnership activities
3. Basic accounting is the same as for the other forms of business organization – the
proprietorship and the corporation
4. The difference is in the equity transactions
a. Partners’ capital accounts can change in amount and in relationship to each other
b. Partnerships do not have common stock or SEC safeguards for investors
c. Partners have capital accounts for investment and drawing accounts for individual
withdrawal of equity
d. The general entries of a partnership
To record the formation of a partnership
Cash (or other assets)
A, Capital
B, Capital
For partners to withdraw assets from the partnership
A, Drawing
B, Drawing
Cash
At the end of the accounting period:
To allocate partnership income among the partners
Income Summary
A, Capital
B, Capital
To close the withdrawals accounts
A, Capital
B, Capital
A, Drawing
B, Drawing
B Recording the formation of a partnership
1. Partners can invest any combination of assets and liabilities in the partnership
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CHAPTER 15 – Partnerships: Formation, Operation, and Ownership Changes
2. Often a proprietor joins forces with another interested party to form a partnership
3. The assets and liabilities should be valued at their agreed-upon fair values
4. A sample entry to create a partnership where the partners invest a number of
assets and liabilities
To form a partnership
Cash
Inventories
Land
Buildings
Equipment
Mortgage Payable
A, Capital
B, Capital
5. There’s a problem if the portion of capital assigned to a partner’s assets invested doesn’t
equal that partner’s agreed upon capital (A gives $10,000, but gets $20,000 worth of
equity)
a. The partner may have management expertise or some other intangible asset which
cannot be capitalized
b. The agreement may call for equal capital balances even though the investments aren’t
equal
c. There are two ways to record the difference between the investment and the capital
balance
i. Bonus method – the partner with the ending capital larger than his or her
investment gets a “bonus” from the other partner, who ends up with less equity
than his or her investment
ii. Goodwill method – an intangible is created so the partner who has invested less
than his or her equity still gets the agreed upon amount, but the partner who
invested more gets to keep his or her investment intact
iii. In reality, the goodwill method is pretty hard to justify, because it’s hard for a
business that is just starting to have goodwill
C. Allocation of net income or loss
1. The partnership agreement should have provisions for distribution of both profit and loss
a. Partners have a good deal of flexibility in how they choose to distribute income – it’s
not like dividends, which have to be equitable
b. If the partnership agreement isn’t clear, it can lead to many problems
c. The purpose of allocation should be to reward each partner for his or her
contributions to the partnership
2. The most common methods of distributing partnership income are
a. Fixed ratio – each partner gets a fixed portion of the income or loss (for example,
50:50)
b. Capital balances – the partners distribute income in the ratio of their capital balances,
which allows them to maintain their proportional equity interests
c. Interest on capital investment – this technique allows the partners to earn a return on
their investment similar to the return they’d get somewhere else
i. This can be a more complex allocation, because the partners have to determine
which capital balance to use – beginning or ending
ii. The interest rate used can also make a big difference in the allocation
iii. Should interest be paid even if there isn’t enough income?
d. Salary – if the partners are involved in the management of the business, they should
get paid for their efforts
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e. Bonus – as with all bonuses, the payment is dependent upon some predetermined
criteria
i. Net income
ii. Net income after income allocations, but before bonus
iii. Net income after bonus but before income allocations
iv. Net income after subtracting everything
f. A combination of two or more of the above is very common
D. Insufficient income to cover allocation
1. Sometimes the partnership income doesn’t meet the partners’ expectations and the
allocation of income is more than the actual income
2. If the partnership agreement doesn’t provide for this, the common practice is to allocate
as usual, then subtract out the excess allocation as a negative remainder
15.6 Special Problems in Allocation of Income and Loss
A. Salaries and interest as expense
1. The income statement is more realistic and comparable if interest and salaries are counted
as expenses rather than distributions of equity
2. There has to be a provision for distributing the remainder, whether it’s positive or
negative
B. Adjustment of income of prior years
1. Since there’s no retained earnings account (income is put directly in the partners’
accounts), any errors in income in prior years has to be allocated to the partners’
individual accounts
2. Any other problems can be minimized with a carefully written partnership agreement
15.7 Financial Statement Presentation
A. The income statement, balance sheet, and statement of cash flows are about the same as a
corporation
1. Partners can’t put salaries and interest distributed to them on the income statement
2. There’s no income tax expense
B. The big difference is in the statement of owners’ equity (partners’ capital), which replaces the
statement of stockholders’ equity
1. All balances and changes must be disclosed
2. The general format
Statement of Partners’ Equity
Partner A Partner B Total
Balance, January 1
Add: Additional investments
Net income allocation
Less: Withdrawals (____________) (____________) (______________)
Balance, December 31
15.8 Changes in the Ownership of the Partnership
A. All partnerships have limited lives
B. There are two ways a partnership can change
1. Dissolution – a “change in the relation of the partners caused by any partner ceasing to be
associated” with the partnership (UPA)
a. Voluntary – the partners choose to part
b. Involuntary – some external event, such as the bankruptcy of the partnership or one
of the partners, causes the dissolution
c. The partnership doesn’t have to stop doing business
i. It can be terminated
ii. It can continue in a new form
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CHAPTER 15 – Partnerships: Formation, Operation, and Ownership Changes
2. Winding up the business – the business is liquidated and ceases to exist (covered in
chapter 16)
C. Valuation – A Central Issue
1. If the partnership is dissolved, the partners must determine the fair value of the assets and
liabilities
a. Withdrawing partners want their fair share
b. New partners want a fair purchase price
c. Remaining partners don’t want to give away some of their equity
2. The fair values of the assets aren’t recorded, since they’re in the books at their historical
cost, depreciated appropriately over their useful lives
3. Approaches to revaluation
a. Revalue the assets and liabilities and allocate the unrealized gain to the original
partners
b. Use the purchase price paid by the new partner – create goodwill
c. Revaluation is logical because the old partnership is dissolved and a new one is
created
4. The opponents of revaluation use the economic substance (business continues) over legal
form (old partnership is dissolved, a new one is created) argument
D Methods of Recording Changes in the Membership of the Partnership
1. Bonus method
a. New partner
i. Partnership assets are increased only by actual assets received
ii. Total equity is redistributed as needed to allocate capital as in the new agreement
b. Partner withdraws
i. Assets of the partnership are paid to the withdrawing partner
ii. If there’s a difference between equity decrease and asset decrease, it is allocated
to the remaining partners’ equity accounts
2. Goodwill method
a. A new asset (goodwill) is created
b. It can go to the new partner or to the old ones
c. It can go to the withdrawing partner or to the remaining ones
15.9 Section A: Admission of a New Partner
A. Assignment of an interest by an existing partner
1. A partner can sell his or her interest, but the other partners have the right to accept or
reject the new owner as a partner
a. It is an issue of management control
b. New owner always would get the leaving partner’s share of equity and income
c. Selling an interest, if the new owner doesn’t become a partner, is not dissolution
2. Acquisition of interest by payment to one partner
a. The new partner gets the old partner’s equity
To change Partner A to Partner C
A, Capital (to close)
C, Capital
b. The sale is outside the partnership, so the price paid has no effect on the transaction
3. Acquisition of an interest by payment to more than one partner
To allocate a portion of A and B’s equity to new partner C
A, Capital
B, Capital
C, Capital
a. The transaction is still external, so the transfer of ownership is book value
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CHAPTER 15 – Partnerships: Formation, Operation, and Ownership Changes
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CHAPTER 15 – Partnerships: Formation, Operation, and Ownership Changes
_____ 1. A partnership is
a. an informal agreement between any number of people up to 100
b. an informal agreement between two or more people to do business together
c. a formal agreement between two or more people to do business together
d. either an informal agreement between two or more people to do business together, or a
formal agreement between two or more people to do business together
_____ 7. What is the difference between capital interest and profit interest?
a. Capital interest is the partner’s investment, profit interest is the share of income the
partner is entitled to
b. Capital interest and profit interest are always the same
c. Capital interest is the partner’s share of income, profit interest is the share of retained
earnings
d. Capital interest and profit interest are always different
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_____ 8. Which of the following is NOT a basic rule for accounting for partnerships?
a. The partnership is accounted for as a separate entity
b. The partner’s personal accounts can be included in the partnership books
c. There is not separate income tax for partnerships
d. The primary difference between partnership books and corporation books is in the equity
accounts
_____11. What happens when the partnership income is insufficient to cover the partners’ agreement to
allocate income?
a. The partnership agreement must have an agreement about the difference
b. The excess allocation can be deducted as a negative remainder
c. The partners can allocate extra income in anticipation of next year’s income
d. All of these
_____12. How are changes in partnership equity presented in the financial statements?
a. As a lump sum on the balance sheet
b. Just like corporate equity, except corporate stock is replaced with partnership capital
c. As a separate statement of partners’ capital
d. Partners’ capital isn’t listed on the financial statements
_____14. To what extent are assets and capital revalued when change occurs in the composition of
partners?
a. Revalue the assets and liabilities and allocate the unrealized gain or loss to the partners
b. Use the purchase price of the new partner to create an intangible asset called a bonus
c. Revaluation doesn’t happen because the business continues
d. All of these are true
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CHAPTER 15 – Partnerships: Formation, Operation, and Ownership Changes
MATCHING
Match the terms in the list to the definitions below. Each term may be used only once.
_____ 6. A technique used to allocate equity interests where total equity does not change
_____11. A business where some of the partners are not involved in management
_____12. A technique used to allocate equity interest where total equity increases
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EXERCISES
1. Able and Baker have agreed to form a partnership. Both of them already had proprietorships, and
those assets were going to be combined to form the partnership. The fair value of Able and Baker’s
assets and liabilities are listed below.
Able’s Baker’s
Contribution Contribution
Cash $ 5,000 $20,000
Inventory 5,000 40,000
Land 50,000
Building 30,000
Equipment 10,000 20,000
Liabilities assumed (10,000) ______
Net assets contributed $90,000 $80,000
Assuming that Able and Baker have agreed to have equal equity balances, prepare the journal entry to
record the partnership using
A. The bonus method
2. Refer to Exercise 1 Part A. Able and Baker have made the following provision for the allocation of
partnership income:
Able Baker
Percent of beginning equity balance 8% 10%
Salary allowance $25,000 $15,000
Remainder 50% 50%
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CHAPTER 15 – Partnerships: Formation, Operation, and Ownership Changes
A. In the first year of operation, the partnership earned $60,000. Complete the schedule below to
allocate income
B. Now assume that the partnership income was $20,000. Complete the schedule below
Allocation of Partnership Income
Able Baker Total
Percent of equity balance
Salary allowance
Total before remainder
Remainder
Total
3. Able and Baker have had a successful partnership, but now Able wants to retire. Account balances
after restating the assets and liabilities for the partnership are below.
Tangible assets $150,000
Liabilities 30,000
Able, Capital 50,000
Baker, Capital 70,000
A. Able sells her equity to Cab for $75,000 and Baker accepts him as a partner. Record the
withdrawal of Able from the partnership and the admission of Cab
B. Able and Baker sell 50 percent of their equity to Cab for $50,000 each
4. Refer to the information in Exercise 3. Assume that, instead of Able retiring, Able and Baker decide
to admit Cab as a new partner to take on some of the work. Cab has agreed to pay $50,000 for a 30
percent equity interest in the partnership. Record the admission of Cab to the partnership using the
A. Bonus method
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B. Goodwill method
5. Refer to the information in Exercise 3. Assume Cab is willing to pay $75,000 for a 30 percent equity
interest. Record the admission using the
A. Bonus method
B. Goodwill method
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SOLUTIONS
MULTIPLE CHOICE
1. D 5. B 9. C 13. D
2. D 6. D 10. D 14. A
3. D 7. A 11. B 15. C
4. C 8. B 12 C
MATCHING
1. I 4. A 7. C 10. E
2. D 5. K 8. J 11. B
3. F 6. G 9. L 12. H
EXERCISES
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2. A.
Allocation of Partnership Income
Able Baker Total
Percent of equity balance $ 6,800 $ 8,500 $15,300
Salary allowance 25,000 15,000 40,000
Total before remainder 31,800 23,500 55,300
Remainder 2,350 2,350 4,700
Total $34,150 $25,850 $60,000
B.
Allocation of Partnership Income
Able Baker Total
Percent of equity balance $ 6,800 $ 8,500 $15,300
Salary allowance 25,000 15,000 40,000
Total before remainder 31,800 23,500 55,300
Remainder (negative) (17,650) (17,650) (35,300)
Total $ 14,150 $ 5,850 $ 20,000
3. A.
To record the transfer of Able’s capital to Cab
Able, Capital 50,000
Cab, Capital 50,000
B.
To record transfer of Able and Baker’s capital to Cab
Able, Capital (50 × 0.5) 25,000
Baker, Capital (70 × 0.5) 35,000
Cab, Capital 60,000
A.
Bonus method: Cab gets $170,000 × 0.3 = $51,000, so Cab’s bonus is $51,000 - $50,000 =
$1,000
A gives $1,000 × 0.4 = $400 and Baker gives $1,000 × 0.6 = $600
To record the admission of Cab
Cash 50,000
Able, Capital 400
Baker, Capital 600
Cab, Capital 51,000
B.
Goodwill Method: Able’s equity + Baker’s equity = 70% of new equity ($120,000 = 0.7X =
$171,429)
Cab’s equity = Implied equity × 0.3 ($171,429 × 0.3 = $51,429, so goodwill to Cab =
$1,429)
To record admission of Cab
Cash 50,000
Goodwill 1,429
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CHAPTER 15 – Partnerships: Formation, Operation, and Ownership Changes
B.
Goodwill: $75,000 = 0.3X = $250,000 $250,000 - $195,000 = $55,000 goodwill
To Able: $55,000 × 0.4 = $22,000 To Baker: $55,000 × 0.6 = $33,000
To record goodwill to Able and Baker
Goodwill 55,000
Able, Capital 22,000
Baker, Capital 33,000
To record admission of Cab
Cash 75,000
Cab, Capital 75,000
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