Partnership Acccouting
Partnership Acccouting
Partnership Acccouting
1.1 Introduction
Apart from readjustment of rights of partners in the share of profit by way of change in the
profit sharing ratio and admission of a new partner or for retirement/death of a partner, another
important aspect of partnership accounts is how to close books of accounts in case of
dissolution. In this Unit, we shall discuss the circumstances leading to dissolution of a
partnership firm and accounting treatment necessary to close its books of accounts. Also we
shall discuss the special problems relating to insolvency of partners and settlement of
partnership's liabilities.
and, lastly, if necessary, by the partners individually in the proportion in which they are
entitled to share profits.
(b) The assets of the firm, including any sums contributed by the partners to make up
deficiencies of capital have to be applied in the following manner and order:
(i) in paying the debts of the firm to third parties;
(ii) in paying to each partner rateably what is due to him from the firm in respect of
advances as distinguished from capital;
(iii) in paying to each partner what is due to him on account of capital; and
(iv) the residue, if any, to be divided among the partners in the proportion in which they
are entitled to share profits.
The death or retirement of a partner would not result in the dissolution of the partnership.
1.3.1 Dissolution before expiry of a fixed term
A partner who, on admission, pays a premium to the other partners with a stipulation that the
firm will not be dissolved before the expiry of a certain term, will be entitled to a suitable
refund if the firm is dissolved before the term has expired.
No claim in this respect will arise if:
(1) the firm is dissolved due to the death of a partner;
(2) the dissolution is mainly due to the partner’s (claiming refund) own misconduct; and
(3) the dissolution is in pursuance of an agreement containing no provision for the return of
the premium or any part of it. [Section 50]
The amount to be repaid will be such as is reasonable having regard to the terms upon which
the admission was made and to the length of period agreed upon and that already expired.
Any amount that becomes due will be borne by other partners in their profit- sharing ratio.
Note: Accounts denoting accumulated losses or profits should not be transferred to the
Realisation Account.
III. (i) The Realisation Account should be credited with the actual amount realised by
sale of assets. This should take no note of the book figures. Of course, Cash (or
Bank) Account will be debited. Thus:
` `
Cash Account Dr. 85,500
To Realisation Account 85,500
(Amount realised by sale of various assets)
(ii) If a partner takes over an asset, his Capital Account should be debited and
Realisation Account credited with the value agreed upon, Thus:
` `
Fast’s Capital Account Dr. 5,000
To Realisation Account 5,000
(Patents taken over by Fast at ` 5,000)
IV. Expenses of dissolution or realisation of assets are debited to the Realisation Account
and credited to Cash Account. Thus
` `
Realisation Account Dr. 3,500
To Cash Account 3,500
(Payment of Expenses)
V. (i) The actual amount paid to creditors should be debited to the Realisation Account
and Cash Account is credited:
` `
Realisation Account Dr. 19,000
To Cash Account 19,000
(Payment of Sundry Creditors ` 20,000 less 5% )
(ii) If any liability is taken over by a partner, his Capital Account should be credited
and Realisation Account debited with the amount agreed upon.
VI. At this stage, the Realisation Account will show profit or loss. If the debit side is bigger,
there is a loss; if the credit side is bigger, there is a profit. Profit or loss is transferred to
the Capital Accounts of partners in the profit sharing ratio. In case of profit, Realisation
Account is debited and Capital Accounts credited. The entry for loss is, naturally, reverse
of this entry. The Realisation Account in the example given above shows a loss of
` 1,000 (see account below).
` `
Fast’s Capital Account Dr. 600
Quick's Capital Account Dr. 400
To Realisation Account 1,000
(Transfer of loss to Capital Account in the ratio of 3:2)
VII. Partner's Loans if any, should now be paid. The entry is to debit the Loan Account and
credit Cash Account. Thus:
` `
Fast’s Loan Account Dr. 10,000
To Cash Account 10,000
(Repayment of Fast’s Loan)
VIII. Any reserve of accumulated profit or loss lying in the books (as shown by the Balance
Sheet) should be transferred to the Capital Account in the profit sharing ratio. Thus:
` `
General Reserve Dr. 10,000
To Fast’s Capital Account 6,000
To Quick’s Capital Account 4,000
(General Reserve transferred to Capital Account in
the ratio of 3:2)
IX. At this stage the Capital Accounts of partners will show how much amount is due to them
or from them. The partner owing money to the firm will pay; Cash Account will be debited
and his Capital Account credited and thus closed. Money owing to a partner will be paid
to him; his Capital Account will be debited and the Cash Account credited. This will close
the Capital Accounts as well as the Cash Account. The entry in the above example is
seen in the Capital Accounts below:
` `
Fast’s Capital Account Dr. 30,400
Quick’s Capital Account Dr. 28,600
To Cash Account 59,000
(Amount paid to partners on Capital Account)
Ledger Accounts
Plant and Machinery Account
2012 ` 2012 `
Jan. 1 To Balance b/d 40,000 Jan. 1 By Realisation A/c - Transfer 40,000
Patents Accounts
2012 ` 2012 `
Jan. 1 To Balance b/d 6,000 Jan. 1 By Realisation A/c - Transfer 6,000
Stock Account
2012 ` 2012 `
Jan. 1 To Balance b/d 25,000 Jan. 1 By Realisation A/c - Transfer 25,000
Sundry Debtors Account
2012 ` 2012 `
Jan. 1 To Balance b/d 19,000 Jan. 1 By Realisation A/c - Transfer 19,000
Provision for Doubtful Debts Account
2012 ` 2012 `
Jan. 1 To Realisation A/c Jan. 1 By Balance b/d 1,000
Transfer 1,000
Sundry Creditors Account
2012 ` 2012 `
Jan. 1 To Realisation A/c Jan. 1 By Balance b/d 20,000
Transfer 20,000
Fast's Loan Account
2012 ` 2012 `
Jan. 1 To Cash Account 10,000 Jan. 1 By Balance b/d 10,000
General Reserve Account
2012 ` 2012 `
Jan. 1 To Capital Accounts Jan. 1 By Balance b/d 10,000
Fast 6,000
Quick 4,000 10,000
10,000 10,000
Realisation Account
2012 ` 2012 `
Jan. To Sundry Assets Jan. By Sundry Creditors 20,000
Plant and 40,000 By Provision for 1,000
Machinery Doubtful Debts
Patents 6,000 By Cash Account- 85,500
Stock 25,000 assets realised
Sundry Debtors 19,000 By Fast's Capital
To Cash Account- Account- patents
Exp. 3,500 taken over 5,000
To Cash Account- By Loss to :
Creditors paid 19,000 Fast 600
Quick 400 1,000
1,12,500 1,12,500
Cash Account
2012 ` 2012 `
Jan. 1 To Balance b/d 6,000 Jan. 1 By Realisation A/c-Exp. 3,500
To Realisation b/d 85,500 Jan. 1 By Realisation A/c- 19,000
Creditors
Jan. 1 By Fast's Loan Account 10,000
Jan. 1 By Fast's Capital A/c 30,400
Jan. 1 By Quick's Capital A/c 28,600
91,500 91,500
Fast's Capital Account
2012 ` 2012 `
Jan. 1 To Realisation A/c- Patents 5,000 Jan. 1 By Balance b/d 30,000
To Realisation A/c-Loss 600 Jan. 1 By General Reserve 6,000
To Cash Account 30,400
36,000 36,000
Quick's Capital Account
2012 ` 2012 `
Jan. 1 To Realisation A/c-loss 400 Jan. 1 By Balance b/d 25,000
To Cash Account 28,600 By General Reserve 4,000
29,000 29,000
Note :
(1) If any of the assets is taken over by a partner at a value mutually agreed to by the partners,
debit the Partner’s Capital Account and credit Realisation Account with the price of asset
taken over.
(2) Pay off the liabilities, crediting cash and debiting the liability accounts, the difference
between the book figure and the amount paid being transferred to the Realisation Account.
(3) Liabilities to outsiders may also be transferred to the Realisation Account. In that case, the
amount paid in respect of the liabilities in cash should be debited to the Realisation
Account, Cash Account being credited. If liability is taken over by a partner, Realisation
Account should be debited and the Partners’ Capital A/cs credited at the figure agreed
upon.
(4) The balance of the Realisation Account will represent either the profit or loss on realisation.
Divide it between the partners in the proportion in which they shared profits and losses. In
the case of a loss, credit Realisation Account and debit various partners’ Capital Accounts;
follow the opposite course in the case of a profit.
(5) Pay off the partners’ loans or advances which are separate from the capital (if any)
contributed by them, after setting off against them any debit balance in the capital account
of the concerned partner.
(6) The balance of the cash account at the end will be exactly equal to the balance of capital
account, provided they are in credit; credit cash and debit the partners’ capital account with
the amount payable to them to close their accounts.
If the capital account of a partner is in debit, after his share of loss or profit has been adjusted
therein, the firm will not have sufficient cash or assets to pay off the amounts due to the other
partners, until the amount is repaid by the partner whose account is in debit. If however, the partner
is insolvent, the amount will not be realised. In such a case, the deficiency may be borne by the
solvent partners in their profit-sharing ratio or according to the principle settled in the well known
case of Garner vs. Murray. In the latter case, the deficiency would be borne by the solvent partners
in proportion to their capitals and not in the proportion in which they share profits and losses.
Illustration 1
P, Q and R were partners sharing profits and losses in the ratio of 3 : 2 : 1, no partnership
salary or interest on capital being allowed. Their balance sheet on 30th June, 2012 is as
follows:
Liabilities ` Assets `
Fixed Capital Fixed assets :
Note:
1. P, Q and S will bring cash to make good their share of the loss on realization. In actual
practice they will not be bringing any cash; only a notional entry will be made.
2. On following Garner Vs. Murray rule, solvent partners P and Q have to bear the loss due
to insolvency of a partner R in their fixed capital ratio.
Illustration 2
Amal and Bimal are in equal partnership. Their Balance Sheet stood as under on 31st March,
2012 when the firm was dissolved:
` `
Creditors A/c 4,800 Plant & Machinery 2,500
Amal's Capital A/c 750 Furniture 500
Debtors 1,000
Stock 800
Cash 200
Bimal's drawings 550
5,550 5,550
Current account balances have been arrived after adjusting profit and loss account debit balance as follows:
` 6,000 - ` 500 = ` 5,500
` 2,000 + ` 400 = ` 2,400
` 9,000 - ` 4,000 = ` 5,000
3 The remaining assets were realised at the following values:- Debtors ` 10,800; Stock
` 15,600; Plant and Machinery ` 12,000; and Patents at 60% of their book-values.
Expenses of realisation amounted ` 1,500.
D became insolvent and a dividend of 25 paise in a rupee was received in respect of the firms
claim against his estate. Prepare necessary ledger accounts.
Solution
Realisation Account
` `
To Sundry Assets :- By Creditors 15,700
Debtors 15,850 By Employee’s Provident 6,300
Stock 25,200 Fund
Prepaid Expenses 800 By Bank A/c :-
Plant & Machinery 20,000 Joint Life Policy 4,500
Patents 8,000 69,850 Debtors 10,800
To Bank-Creditors: (` 15,700 – Stock 15,600
` 3,200-` 400 ) 12,100 Plant and Machinery 12,000
To Bank A/c Employee’s (P.F) 6,300 Patents
To Bank A/c (expenses) 1,500 60% of (` 8,000 –
` 5,000) 1,800 44,700
By Loss transferred to :-
A’s Capital A/c 9,220
B’s Capital A/c 6,915
C’s Capital A/c 4,610
D’s Capital A/c 2,305 23,050
89,750 89,750
Capital Accounts
A B C D A B C D
` ` ` ` ` ` ` `
To Bal. b/d — — 3,200 8,415 By Bal. b/d 40,000 20,000 — —
To Realisation By Bank
A/c 9,220 6,915 4,610 2,305 (Realisation 9,220 6,915 4,610 —
loss)
To D’s Capital By Bank
(Deficiency) 5,360 2,680 — — (Recovery) — — — 2,680
To Bank 34,640 17,320 — — By A’s Capital
2/3 — — — 5,360
By B’s Capital
1/3 — — — 2,680
By Bank A/c — 3,200 —
49,220 26,915 7,810 10,720 49,220 26,915 7,810 10,720
Bank Account
` `
To Balance b/d 535 By Realisation A/c 12,100
To Realisation A/c 44,700 By Realisation A/c 6,300
To A’s Capital A/c 9,220 By Realisation A/c 1,500
To B’s Capital A/c 6,915 By A’s Capital A/c 34,640
To D’s Capital A/c 2,680 By B’s Capital A/c 17,320
To C’s Capital A/c (4,610 + 7,810
3,200)
71,860 71,860
Working Note :-
D’s loss will be borne by A and B only as solvent partners having credit balance only has to
bear the loss on account of insolvency. C will bring his share of loss in cash.
Illustration 4
M/s X, Y and Z who were in partnership sharing profits and losses in the ratio of 2:2:1
respectively, had the following Balance Sheet as at December 31, 2012:
Liabilities ` ` Assets ` `
Capital : X 29,200 Fixed Assets 40,000
Y 10,800 Stock 25,000
Z 10,000 50,000 Book Debts 25,000
Z’s Loan 5,000 Less : Provision (5,000) 20,000
Loan from Mrs. X 10,000 Cash 1,000
Sundry Trade Creditors 25,000 Advance to Y 4,000
90,000 90,000
The firm was dissolved on the date mentioned above due to continued losses. After drawing
up the balance sheet given above, it was discovered that goods amounting to ` 4,000 have
been purchased in November, 2012 and had been received but the purchase was not
recorded in books.
Fixed assets realised ` 20,000; Stock ` 21,000 and Book Debt ` 20,500. Similarly, the
creditors allowed a discount of 2% on the average. The expenses of realisation come to
` 1,080. X agreed to take over the loan of Mrs. X. Y is insolvent, and his estate is unable to
contribute anything.
Give accounts to close the books; work according to the decision in Garner vs. Murray.
Solution
Realisation Account
` `
Note : Y’s deficiency comes to ` 4,400 (difference in the two sides of his Capital Account); this has
been debited to X and Z in the ratio of 27,600 : 9,200 i.e., capital standing up just before dissolution
but after correction of error committed while drawing up the accounts for 2012.
Illustration 5
‘Thin’, ‘Short’ and ‘Fat’ were in partnership sharing profits and losses in the ratio of 2:2:1.
On 30th September, 2012 their Balance Sheet was as follows :
Liabilities ` Assets `
Capital Accounts : Premises 50,000
Thin 80,000 Fixtures 1,25,000
Short 50,000 Plant 32,500
Fat 20,000 1,50,000 Stock 43,200
Current Accounts : Debtors 54,780
Thin 29,700
Short 11,300
Fat (Dr.) (14,500) 26,500
Sundry Creditors 84,650
Bank Overdraft 44,330
3,05,480 3,05,480
‘Thin’ decides to retire on 30th September, 2012 and as ‘Fat’ appears to be short of private
assets, ‘Short’ decides that he does not wish to take over Thin’s share of partnership, so all
three partners decide to dissolve the partnership with effect from 30th September, 2012. It
then transpires that ‘Fat’ has no private assets whatsoever.
The premises are sold for ` 60,000 and the plant for ` 1,07,500. The fixtures realize
` 20,000 and the stock is acquired by another firm at book value less 5%. Debtors realise
` 45,900. Realisation expenses amount to ` 4,500.
The bank overdraft is discharged and the creditors are also paid in full.
You are required to write up the following ledger accounts in the partnership books following
the rules in Garner vs. Murray:
(i) Realisation Account;
(ii) Partners’ Current Accounts;
(iii) Partners’ Capital Accounts showing the closing of the firm’s books.
Solution
Realisation Account
` `
To Premises 50,000 By Sundry Creditors 84,650
To Plant 1,25,000 By Bank :
To Fixtures 32,500 Premises 60,000
To Stock 43,200 Plant 1,07,500
To Debtors 54,780 Fixtures 20,000
To Bank (Creditors) 84,650 Stock 41,040
To Bank (Expenses) 4,500 Debtors 45,900 2,74,440
By Loss on Realisation
transferred to
Partners’ Current
A/cs
Thin 14,216
Short 14,216
Fat 7,108 35,540
3,94,630 3,94,630
Partners’ Current Accounts
Thin Short Fat Thin Short Fat
` ` ` ` ` `
To Balance b/d – – 14,500 By Balance b/d 29,700 11,300 –
To Realisation 14,216 14,216 7,108 By Capital A/c
To Capital A/c Transfer – 2,916 21,608
transfer 15,484 – –
29,700 14,216 21,608 29,700 14,216 21,608
After paying off creditors and A’s loan, the available amount will be distributed as below in this
method:
Total A B C
` ` `
Third Instalment 900 - 600 300
Fourth Instalment (i) 3,600 - 2,400 1,200
(ii) 2,400 960 960 480
Fifth Instalment 20,100 8,040 8,040 4,020
Total 27,000 9,000 12,000 6,000
Total payment made to each partner will, of course be same under both the methods.
Illustration 7
The partners A, B and C have called you to assist them in winding up the affairs of their
partnership on 30th June, 2012. Their Balance Sheet as on that date is given below :
Liabilities ` Assets `
Sundry Creditors 17,000 Cash at Bank 6,000
Capital Accounts : Sundry Debtors 22,000
A 67,000 Stock in trade 14,000
B 45,000 Plant and Equipment 99,000
C 31,500 Loan-A 12,000
Loan-B 7,500
1,60,500 1,60,500
(1) The partners share profit and losses in the ratio of 5:3:2
(2) Cash is distributed to the partners at the end of each month
(3) A summary of liquidation transactions are as follows:
July 2012
` 16,500 – collected from Debtors; balance is uncollectable.
` 10,000 – received from sale of entire stock.
` 1,000 – liquidation expenses paid.
` 8,000 – cash retained in the business at the end of the month.
August 2012
` 1,500 – liquidation expenses paid. As part payment of his Capital, C accepted a
piece of equipment for ` 10,000 (book value ` 4,000).
` 2,500 – cash retained in the business at the end of the month.
September 2012
` 75,000 – received on sale of remaining plant and equipment.
` 1,000 – liquidation expenses paid. No cash retained in the business.
Required : Prepare a schedule of cash payments as of September 30, showing how the cash
was distributed.
Solution
Statement showing distribution of cash
Creditors Capitals
` ` A (` ) B (` ) C (` )
Balance Due after loan (W.N.(i)) 17,000 55,000 37,500 31,500
July
Balance available 6,000
Realisation less expenses
and cash retained 17,500
Amount available and paid 23,500 17,000 - - 6,500
Balance due — 55,000 37,500 25,000
August
Opening balance 8,000
Expenses paid and
balance carried forward 4,000
Available for distribution 4,000
Cash paid to ‘B’ and Equipment
given to C. — 4,000 10,000
(Excess paid to ‘C’ ` 7,333) 55,000 33,500 15,000
September
Opening balance 2,500
Amount realised less expenses 74,000
Amount paid to partners 76,500 41,500 25,400 9,600
13,500 8,100 5,400
Working Note:
(i) Highest Relative Capital Basis
A B C
` ` `
Scheme of payment for July
Balance of Capital Accounts 67,000 45,000 31,500
Less : Loans (12,000) (7,500) —
A 55,000 37,500 31,500
Profit sharing ratio 5 3 2
Capital Profit sharing ratio 11,000 12,500 15,750
Capital in profit sharing ratio, taking A’s capital as
base B 55,000 33,000 22,000
Excess of C’s Capital and B’s Capital (A-B) 4,500 9,500
Profit sharing ratio 3 2
Capital Profit sharing ratio 1,500 4,750
Capital in profit sharing
ratio taking B’s Capital as base 4,500 3,000
Excess of C’s Capital over B 6,500
(ii) Scheme of distribution of available cash:
A B C
` ` `
Scheme of payment for September
Balance of Capital Accounts (A) 55,000 33,500 15,000
Profit sharing ratio 5 3 2
Capital/Profit sharing ratio 11,000 11,167 7,500
Capital in profit sharing ratio taking C’s
capital as base (B) 37,500 22,500 15,000
Excess of A’s capital and B’s capital (A-B) 17,500 11,000 -
Profit sharing ratio 5 3
Capital in profit sharing ratio 3,500 3,667
Capital in profit sharing ratio taking A’s
capital as base 17,500 10,500 -
Excess of B’s capital over A’s capital 500
Solution
In the Books of M/s LMS
Statement of Piecemeal Distribution (Under
Higher Relative Capital method)
Particulars Amount Creditors Bank L’s loan Capital A/cs
Available Loan L M S
` ` ` ` ` ` `
Balance due 2,00,000 5,00,000 10,00,000 15,00,000 10,00,000 5,00,000
1st Instalment (including
cash and bank balances) 5,00,000
Less: Liquidator’s Expenses
and fee (1,00,000)
4,00,000
Less: Payment to Creditors
and repayment of Bank
Loan in the ratio of 2:5 (4,00,000) (1,14,286) (2,85,714) – – – –
Balance Due – 85,714 2,14,286 10,00,000 15,00,000 10,00,000 5,00,000
2nd Instalment 15,00,000
Less: Payment to Creditors
and repayment of bank loan in
full settlement (3,00,000) (85,714) (2,14,286) – – – –
Balance Due 12,00,000 Nil Nil 10,00,000 15,00,000 10,00,000 5,00,000
Less: Repayment of L’s Loan (10,00,000) (10,00,000) – – –
Balance Due 2,00,000 - 15,00,000 10,00,000 5,00,000
Less: Payment to Mr. L
towards relative higher capital
(W.N. 1) (2,00,000) (2,00,000) – –
Balance Due Nil Nil 13,00,000 10,00,000 5,00,000
3rd Instalment 15,00,000
Less: Payment to Mr. L
towards higher relative capital
(W.N. 2) (3,00,000) (3,00,000) – –
Working Notes:
(i) Scheme of payment of surplus amount of ` 2,00,000 out of second Instalment:
Capital A/cs
L M S
` ` `
Balance (i) 15,00,000 10,00,000 5,00,000
Profit sharing ratio (ii) 1 1 1
Capital taking S’s Capital (iii) 5,00,000 5,00,000 5,00,000
Excess Capital (iv) = (i) – (iii) 10,00,000 5,00,000
Profit Sharing Ratio 1 1
Excess capital taking
M’s Excess Capital as base (v) 5,00,000 5,00,000
Higher Relative Excess (iv) – (iv) 5,00,000
So, Mr. L should get ` 5,00,000 first which will bring down his capital account balance
from ` 15,00,000 to ` 10,00,000. Accordingly, surplus amounting to ` 2,00,000 will be
paid to Mr. L towards higher relative capital.
Prepare a statement showing how the money received on various dates will be distributed
assuming:
(a) The actual expenses of realization amounted to ` 20,005.
(b) The firm is solvent.
(c) The profit sharing ratio was as under:
Profit Loss
Daksh 2 1
Yash 2 1
Siddhart 1 Nil
5 2
(d) The final dissolution is made on 15th March, 2012
Balance Due Nil 72,000 72,000 48,000 48,000 2,00,000 3,00,000 2,00,000 1,00,000
Debtors realized on 1-2-2012 50,000
Less: Distributed among
3.33
outsiders (3:3:2:2) (50,000) (15,000) (15,000) (10,000) (10,000) - - - -
3.34
Balance Due Nil 57,000 57,000 38,000 38,000 2,00,000 3,00,000 2,00,000 1,00,000
Bills Receivable realised on 15-
2-2012 1,40,000
Less: Distributed among
outsiders (3:3:2:2) (1,40,000) (42,000) (42,000) (28,000) (28,000) - - - -
Balance Due Nil 15,000 15,000 10,000 10,000 2,00,000 3,00,000 2,00,000 1,00,000
Fixed Assets realized on 1-3-
2012 50,000
Less: Distributed among
Advanced Accounting
*Siddhart will get 1/5 share (i.e., share of profit) of what remains after paying ` 19,050 to each Daksh and Yash out of the proceeds
of stock-in trade. If stock does not realize any amount, then amount unpaid to Daksh and Yash will become loss on realization.
Siddhart has been paid first because he is not to share any loss on realization.
Advanced Issues in Partnership Accounts
3.35
3.36 Advanced Accounting
(a) he has been found to be of unsound mind by a Court of competent jurisdiction and the
finding is in force;
(b) he is an undischarged insolvent; or
(c) he has applied to be adjudicated as an insolvent and his application is pending
As per section 6 of the LLP Act, every limited liability partnership shall have at least two
partners.
If at any time the number of partners of a limited liability partnership is reduced below two and
the limited liability partnership carries on business for more than six months while the number is
so reduced, the person, who is the only partner of the limited liability partnership during the
time that it so carries on business after those six months and has the knowledge of the fact that
it is carrying on business with him alone, shall be liable personally for the obligations of the
limited liability partnership incurred during that period.
Designated partners
As per Section 7 of the LLP Act, every limited liability partnership shall have at least two
designated partners who are individuals and at least one of them shall be a resident in India:
Provided that in case of a limited liability partnership in which all the partners are bodies
corporate or in which one or more partners are individuals and bodies corporate, at least two
individuals who are partners of such limited liability partnership or nominees of such bodies
corporate shall act as designated partners.
Explanation.-For the purposes of this section, the term "resident in India" means a person who has
stayed in India for a period of not less 182 days during the immediately preceding one year.
Subject to the provisions of sub-section (1),
(1) if the incorporation document-
(a) specifies who are to be designated partners, such persons shall be designated
partners on incorporation; or
(b) states that each of the partners from time to time of limited liability partnership is to
be designated partner, every such partner shall be a designated partner;
(2) any partner may become a designated partner by and in accordance with the limited
liability partnership agreement and a partner may cease to be a designated partner in
accordance with limited liability partnership agreement.
(3) An individual shall not become a designated partner in any limited liability partnership
unless he has given his prior consent to act as such to the limited liability partnership in
such form and manner as may be prescribed.
(4) Every limited liability partnership shall file with the registrar the particulars of every
individual who has given his consent to act as designated partner in such form and
manner as may be prescribed within thirty days of his appointment.
(5) An individual eligible to be a designated partner shall satisfy such conditions and
requirements as may be prescribed.
Liabilities of designated partners
As per Section 8 of LLP Act, unless expressly provided otherwise in this Act, a designated
partner shall be-
(a) responsible for the doing of all acts, matters and things as are required to be done by the
limited liability partnership in respect of compliance of the provisions of this Act including
filing of any document, return, statement and the like report pursuant to the provisions of
this Act and as may be specified in the limited liability partnership agreement; and .
(b) liable to all penalties imposed on the limited liability partnership for any contravention of
those provisions.
Changes in designated partners
A limited liability partnership may appoint a designated partner within thirty days of a vacancy
arising for any reason and provisions of sub-section (4) and sub-section (5) of section 7 shall
apply in respect of such new designated partner:
Provided that if no designated partner is appointed, or if at any time there is only one
designated partner, each partner shall be deemed to be a designated partner.
Distinction between an ordinary partnership firm and an LLP
Key Elements Partnerships LLPs
1 Applicable Law Indian Partnership Act 1932 The Limited Liability
Partnerships Act, 2008
2 Registration Optional Compulsory with ROC
3 Creation Created by an Agreement Created by Law
4 Body Corporate No Yes
5 Separate Legal Entity No Yes
6 Perpetual Succession Partnerships do not have It has perpetual
perpetual succession succession and individual
partners may come and
go
7 Number of Partners Minimum 2 and Maximum Minimum 2 but no
20 (subject to 10 for banks) maximum limit
Summary
Reasons for which a partnership could be dissolved are
expiry of term for which its was formed
death of a partner
insolvency of a partner
retirement of a partner.
Reasons when a firm stands dissolved
when partners mutually decide to dissolve
partners except one becomes insolvent
business becomes illegal
if partnership is at will any partner can give notice for dissolution
Court orders.
On dissolution assets are realized and all liabilities are paid off
(if any liability remains unpaid then it is to be realized from partners in their profit sharing
ratio).
Piecemeal distribution involves either of two methods
Maximum loss method
Highest relative capital method.
wherein B, S and T would be partners sharing profits and losses in the ratio of 3:2:1.
Their balance sheets on that date were as under:
Liabilities S & Co. T & Co. Assets S & Co. T & Co.
` ` ` `
Due to X & Co. 40,000 Cash in hand 10,000 5,000
Due to S & Co. 50,000 Cash at bank 15,000 20,000
Other Creditors 60,000 58,000 Due from T & Co. 50,000
Reserves 25,000 50,000 Due from X & Co. 30,000
Capitals Other Debtors 80,000 1,00,000
B 1,20,000 Stock 60,000 70,000
S 80,000 1,00,000 Furniture 10,000 3,000
T 50,000 Vehicles 80,000
Machinery 75,000
Building 25,000
3,25,000 3,08,000 3,25,000 3,08,000
The amalgamated firm took over the business on the following terms :
(a) Goodwill of S & Co. was worth ` 60,000 and that of T & Co. ` 50,000. Goodwill account
was not to be opened in the books of the new firm, the adjustments being recorded
through capital accounts of the partners.
(b) Building, machinery and vehicles were taken over at ` 50,000, ` 90,000 and
` 1,00,000 respectively.
(c) Provision for doubtful debts has to be carried forward at ` 4,000 in respect of debtors of
S & Co. and ` 5,000 in respect of debtors of T & Co.
You are required to:
(i) Compute the adjustments necessary for goodwill.
(ii) Pass the journal entries in the books of BST & Co. assuming that excess/deficit capital
(taking T’s Capital as base) with reference to share in profits are to be transferred to
current accounts.
Solution
(i) Adjustment for raising & writing off of goodwill:
Raised in old profit sharing Written off in Difference
ratio new ratio
S & Co. T & Co. Total
` ` ` ` `
B 45,000 - 45,000 Cr. 55,000 Dr. 10,000 Dr.
Profit & Loss Account of Raman for the year ended 31st December, 2012
` `
To Opening Stock 40,000 By Sales 4,00,000
To Purchases 3,20,000 By Closing Stock 50,000
To Expenses 12,000
To Business Purchase
(Profit upto 31st March) 13,000
To Net Profit
Raman’s Capital A/c 65,000
4,50,000 4,50,000
Balance Sheet of Raman as on 31st December, 2012
Liabilities ` Assets `
Raman’s Capital A/c 30,000 Goodwill 6,000
Add : Profit 65,000 95,000 Furniture 3,000
Sundry Creditors 15,000 Stock in trade 50,000
Sundry Debtors 48,000
Cash at Bank 3,000
1,10,000 1,10,000
Working Notes :
(1) Goodwill
`
Value of Assets taken over
Stock 46,000
Debtors 35,000
Furniture 3,000
84,000
Less : Creditors (10,000)
Net assets 74,000
Goodwill (Balancing figure) 6,000
Purchase Consideration 80,000
(iii) Provision for doubtful debts at ` 5,000 in respect of X & Co. and ` 4,000 in respect of
Y & Co. are to be provided.
You are required to:
(i) Show, how the Goodwill value is adjusted amongst the partners.
(ii) Prepare the Balance Sheet of XY & Co. as at 31.3.2012 by keeping partners capital in
their profit sharing ratio by taking capital of ‘B’ as the basis. The excess or deficiency to
be kept in the respective Partners’ Current accounts.
Solution
(i) Adjustment for raising and writing off of goodwill
Raised in old profit sharing Total Written off in Difference
ratio new ratio
X & Co. Y & Co.
3:2 5:3
` ` ` ` `
A 45,000 --- 45,000 Cr. 46,000 Dr. 1,000 Dr.
B 30,000 25,000 55,000 Cr. 57,500 Dr. 2,500 Dr.
C --- 15,000 15,000 Cr. 11,500 Dr. 3,500 Cr.
75,000 40,000 1,15,000 1,15,000 Nil
(ii) Balance Sheet of X Y & Co.(New firm) as on 31.3.2012
Liabilities ` Assets `
Capital Accounts: Vehicle 74,000
A 1,72,000 Machinery 1,00,000
B 2,15,000 Building 2,00,000
C 43,000 Stock 70,000
Current Accounts: Debtors 1,31,000
A 22,000 Cash & Bank 70,000
C 18,000
Creditors 1,75,000
6,45,000 6,45,000
Working Notes:
1. Balance of Capital Accounts at the time of amalgamation of firms
A’s Capital ` B’s Capital `
X & Co. Profit and loss sharing ratio 3:2
Balance as per Balance Sheet 1,50,000 1,00,000
B’s Capital ` 21,500 being one-half of the total capital of the firm.
loan account is transferred to his capital account. For the further development of the business,
usually some fresh capital/loan is required. The amount of loan is placed to the credit of the
party contributing the same on such terms and conditions as may have been agreed upon.
When the partnership firm is converted into a company, then the financial statements of the
new company will be prepared according to Schedule III to the Companies Act, 2013. The
general instructions for preparation of Balance sheet and the Statement of Profit and Loss of
the company are given in Schedule III to the Companies Act, 2013.
Illustration 4
The following is the Balance Sheet of Messers A and B as on 31st March 2011 :
Liabilities ` Assets `
A’s Capital 40,000 Land and Buildings 50,000
B’s Capital 50,000 90,000 Stock 30,000
A’s Loan 10,000 Debtors 20,000
General Reserve 10,000 Investment
Liabilities 20,000 6% Debentures in X Ltd. 20,000
Cash 10,000
1,30,000 1,30,000
It was agreed that Mr. C is to be admitted for a fifth share in the future profits from 1st April
2011. He is required to contribute cash towards goodwill and ` 10,000 towards capital.
The following further information is furnished :
(i) The partners A and B shared the profits in the ratio 3:2.
(ii) Mr. A was receiving a salary of ` 500 p.m. from the very inception of the firm in 1998 in
addition to share of profit.
(iii) The future profit ratio between A, B and C will be 3:1:1. Mr. A will not get any salary after
the admission of Mr. C.
(iv) (a) The goodwill of the firm shall be determined on the basis of 2 years’ purchase of the
average profits from business of the last 5 years. The particulars of the profits are
as under :
`
Year ended 31-3-07 Profit 20,000
Year ended 31-3-08 Loss 10,000
Year ended 31-3-09 Profit 20,000
Year ended 31-3-10 Profit 25,000
Year ended 31-3-11 Profit 30,000
The above profits and losses are after charging the salary of Mr. A. The profit of the
year ended 31st March 2007 included an extraneous profit of ` 30,000 and the
loss of the year ended 31st March 2008 was on account of loss by strike to the
extent of ` 20,000.
(b) It was agreed that the value of the goodwill of the firm shall appear in the books of
the firm.
(v) The trading profit for the year ended 31st March, 2012 was ` 40,000 before depreciation.
(vi) The partners had drawn each ` 1,000 p.m. as drawings.
(vii) The value of the other assets and liabilities as on 31st March, 2012 were as under :
`
Building (before depreciation) 60,000
Stock 40,000
Debtors Nil
Investment 20,000
Liabilities Nil
(viii) Provide depreciation at 5% on land and buildings on the closing balance and interest at
6% on A’s loan.
(ix) They applied for conversion of the firm into a Private Limited Company i.e. ABC Pvt. Ltd..
Certificate received on 1-4-2012. They decided to convert Capital A/cs of the partners
into share capital in the ratio of 3 : 1 :1 on the basis of total Capital as on 31-3-2012. If
necessary, partners have to subscribe to fresh capital or withdraw.
Prepare the Statement of Profit and Loss for the year ended 31st March, 2012 and the
Balance Sheet of the company.
Solution
Messers A, B and C
Statement of Profit & Loss for the year ended on 31st March, 2012
` `
To Dep. Building 3,000 By Trading Profit 40,000
To Interest on A’s loan 600 By Interest on Debentures 1,200
To Net Profit to :
A’s Capital A/c 22,560
B’s Capital A/c 7,520
C’s Capital A/c 7,520
41,200 41,200
Lal took over one of the motor vehicles at an agreed amount of ` 2,000. All other liabilities
were paid from the Dena Bank account.
The purchase consideration is discharged by an issue at par of ` 60,000 10% Debentures
(fully paid) to the partners in their capital account proportions as shown in the above balance
sheet plus equity shares in Hari Ltd. of ` 1 each (fully paid to make up the balance due to
each partner).
You are required to
(i) prepare (a) Realisation Account (b) Partners’ Capital Accounts (c) Bank account of Axis
Bank and Dena Bank in the books of Hari Brothers;
(ii) ‘Business purchase account’ and ‘Hari Brothers’ account in Hari Ltd.'s books.
Solution
(i) (a) In the books of Hari Brothers
Realisation Account
` ` `
To Land and buildings 50,000 By Creditors 25,000
To Plant and machinery 30,000 By Lal’s capital A/c 2,000
To Motor vehicles 20,000 By Dena Bank A/c 25,000
To Inventories 60,000 By Hari Ltd. 1,83,000
To Debtors 25,000
To Partners’ capital accounts
Hari (2/5) 20,000
Lal (2/5) 20,000
Jay (1/5) 10,000 50,000
2,35,000 2,35,000
(b) Partners' Capital Accounts
Particulars Hari Lal Jay Particulars Hari Lal Jay
` ` ` ` ` `
To Realisation 2,000 By Balance b/d 70,000 30,000 20,000
A/c(motor vehicle
takeover)
To 10% Debentures* 35,000 15,000 10,000 By Current A/c 7,000 5,000 3,000
To Equity shares 62,000 38,000 23,000 By Realisation A/c
Profit 20,000 20,000 10,000
97,000 55,000 33,000 97,000 55,000 33,000
Partnership-Sale to a Company
Illustration 6
A and B were carrying on business sharing profits and losses equally. The firm’s Balance
Sheet as at 31.12.2011 was:
Liabilities ` Assets `
Sundry Creditors 60,000 Stock 60,000
Bank overdraft 35,000 Machinery 1,50,000
Capital A/cs: Debtors 70,000
On 1.1.2012, the partnership was dissolved and an offer to purchase the business as a going
concern for ` 1,40,000 was accepted on that day. A cheque for that sum was received on
30.6.2012.
The balance due to A’s estate, including interest, was paid on 30.6.2012 and on that day, B
and C received the sums due to them.
You are required to write-up the Partners’ Capital and Current Accounts from 1.1.2011 to
30.6.2012. Show also the account of the executors of A.
Solution
Partners’ Current Accounts
Particulars A B C Particulars A B C
1.1.2011 ` ` ` 1.1.2011 ` ` `
To Balance b/d --- ---- 5,000 By Balance b/d 29,000 20,000 --
To A’s Current - 20,000 10,000 By B’s Current A/c – 20,000 -- --
A/c – goodwill
goodwill
To A’s Current - 12,000 6,000 By C’s Current A/c – 10,000 - -
A/c – goodwill
Revaluation
Profit
To A’s Capital 80,000 - - By B’s Current A/c – 12,000 - -
A/c – Revaluation profit
transfer
By C’s Current A/c – 6,000
Revaluation profit
By Joint Life Policy A/c 3,000 2,000 1,000
(` 26,000 –
` 20,000)
By Balance c/d 10,000 20,000
80,000 32,000 21,000 80,000 32,000 21,000
1.1.2011 31.12.2011
To Balance b/d 10,000 20,000 By Profit & Loss 17,617 8,808
Appropriation A/c
31.12.2011 By Balance c/d 7,383 19,192
To Drawings A/c 15,000 8,000
25,000 28,000 25,000 28,000
1.1.2012 30.6.2012
To Balance b/d 7,383 19,192 By Realisation A/c - 12,573 6,287
profit
To B’s Capital By C’s Capital A/c - --- 12,905
A/c – transfer
transfer 5,190 ---
12,573 19,192 12,573 19,192
Suppose A, B and C share profits and losses in the ratio 3 : 2 : 1 after allowing interest on
capital @ 9% p.a. Their capitals on 31st December, 2011 were: A ` 50,000, B ` 30,000 and C
` 20,000. On 1st January, 2012 the business was converted into a limited company and was
valued at ` 1,30,000. A scheme of capitalisation, whereby the mutual interest of partners may
remain intact as far as possible is suggested below:
The total capital being ` 1,00,000 and the value placed on the business being ` 1,30,000
there is goodwill of ` 30,000 to be shared by the partners in the ratio of 3:2:1 or A ` 15,000,
B ` 10,000 and C ` 5,000. The capital will now be: A ` 65,000, B ` 40,000 and C ` 25,000.
Taking B’s capital as the basis, A’s capital should be ` 60,000, i.e. 40,000 × 3/2 and C’s
capital should be ` 20,000. Both A and C have ` 5,000 excess. Since interest on capital is
meant to compensate those whose capital is in excess of proportionate limits and since in the
case of partners it is an appropriation of profit, it will be proper to give 9% preference shares
to A & C for ` 5,000 each and the remaining amount of ` 1,20,000 can be in the form of equity
shares to be divided among A, B and C in the ratio of 3 : 2 : 1. They will then share the
company’s profit in the ratio of 3 : 2 : 1 after allowing preference dividend.
Illustration 8
Prabhu & Co. is a partnership firm consisting of Mr. Prabhu, Mr. Bhola and Mr. Shiv who share
profits and losses in the ratio of 2:2:1 and Bhagwan Ltd. is a company doing similar business.
Following is the Balance sheet of the firm and that of the company as at 31.3.2012:
Liabilities Prabhu Bhagwan Prabhu Bhagwan
& Co. Ltd. & Co. Ltd.
` ` ` `
Equity share Capital: Plant & machinery 2,50,000 8,00,000
Equity shares of 10,00,000 Furniture & fixture 25,000 1,12,500
` 10 each Stock in trade 1,00,000 4,25,000
Partners’ capital: Sundry debtors 1,00,000 4,12,500
Prabhu 1,00,000 Cash at bank 5,000 2,00,000
Bhola 1,50,000 Cash in hand 20,000 50,000
Shiv 50,000
General reserve 50,000 3,50,000
Sundry creditors 1,50,000 6,50,000
5,00,000 20,00,000 5,00,000 20,00,000
It was decided that the firm Prabhu & Co. be dissolved and all the assets (except cash in hand
and cash at bank) and all the liabilities of the firm be taken over by Bhagwan Ltd. by issuing
25,000 shares of ` 10 each at a premium of ` 2 per share.
Partners of Prabhu & Co. agreed to divide the shares issued by Bhagwan Ltd. in the profit
sharing ratio and bring necessary cash for settlement of their capital.
The creditors of Prabhu & Co. includes ` 50,000 payable to Bhagwan Ltd. An unrecorded liability
of ` 12,500 of Prabhu & Co. must also be taken over by Bhagwan Ltd.
Prepare:
(i) Realisation account, Partners’ capital accounts and Cash in hand/Bank account in the
books of Prabhu & Co.
(ii) Pass journal entries in the books of Bhagwan Ltd. for acquisition of Prabhu & Co.
Solution
(i) In the books of Prabhu & Co.
Realisation Account
` `
To Plant & Machinery 2,50,000 By Sundry Creditors 1,50,000
To Furniture & Fixture 25,000 By Bhagwan Ltd. (Refer W.N.) 3,00,000
To Stock in trade 1,00,000 By Partners’ Capital Accounts (loss):
To Sundry Debtors 1,00,000 Prabhu’s Capital A/c 10,000
Bhola’s Capital A/c 10,000
Shiv’s Capital A/c 5,000
4,75,000 4,75,000
Partners’ Capital Accounts
Prabhu Bhola Shiv Prabhu Bhola Shiv
` ` ` ` ` `
To Realisation A/c 10,000 10,000 5,000 By Balance b/d 1,00,000 1,50,000 50,000
To Shares in By General
Bhagwan Ltd. 1,20,000 1,20,000 60,000 Reserve 20,000 20,000 10,000
To Cash - 40,000 - By Cash 10,000 - 5,000
1,30,000 1,70,000 65,000 1,30,000 1,70,000 65,000
Cash and Bank Account
` ` ` `
To Balance b/d 20,000 5,000 By Cash A/c (Contra) 5,000
To Bank A/c (Contra)* 5,000 By Bhola 40,000
To Prabhu 10,000
It is assumed that cash at bank has been withdrawn to pay to Partner Bhola.
To Shiv 5,000
40,000 5,000 40,000 5,000
(ii) In the Books of Bhagwan Ltd.
Journal Entries
Dr. (`) Cr. (`)
1. Business Purchase Account Dr. 3,00,000
To Liquidators of Prabhu & Co. 3,00,000
(Being business of Prabhu & Co. purchased and
payment due)
2. Plant and Machinery A/c Dr. 2,50,000
Furniture and Fixture A/c Dr. 25,000
Stock in Trade A/c Dr. 1,00,000
Sundry Debtors A/c Dr. 1,00,000
To Sundry Creditors 1,50,000
To Unsecured Liability 12,500
To Business Purchase Account 3,00,000
To Capital Reserve (B.F.) 12,500
(Being take over of all assets and liabilities)
3. Liquidators of Prabhu & Co. Dr. 3,00,000
To Equity Share Capital Account 2,50,000
To Securities Premium Account 50,000
(Being purchase consideration discharged in the
form of shares of ` 10 each issued at a premium of
` 2 each)
4. Sundry Creditors Account Dr. 50,000
To Sundry Debtors Account 50,000
(Being mutual owing eliminated)
Working Note:
Computation of purchase consideration:
25,000 Equity shares of ` 12 each = ` 3,00,000
Equity shares to be given to partners :
Prabhu = 10,000 Shares @ ` 12 = ` 1,20,000
Bhola = 10,000 shares @ ` 12 = ` 1,20,000
Shiv = 5,000 shares @ ` 12 = ` 60,000
Illustration 9
P and Q were carrying on business sharing profits and losses equally. The firm’s Balance
Sheet as at 31.12.2013 was:
Liabilities ` Assets `
Capital Accounts: Plant 1,60,000
P 1,50,000 Building 48,000
Q 1,30,000 2,80,000 Debtors 75,000
Sundry Creditors 80,000 Stock 70,000
Bank Overdraft 45,000 Joint Life Policy 6,000
Profit & Loss A/c 30,000
Drawings Account:
P 9,000
Q 7,000 16,000
4,05,000 4,05,000
The operations of the business were carried on till 30.06.2014. P and Q both withdrew in equal
amount half the amount of profit made during the current period of six months after charging
depreciation at 10% per annum on plant and after writing off 5% on building.
During the current period of six months, creditors were reduced by ` 20,000 and bank
overdraft by ` 5,000.
The joint life policy was surrendered for ` 6,000 before 30th June 2014. Stock was valued at
` 84,000 and debtors at ` 68,000 on 30th June 2014. The other items remained the same as
at 31.12.2013.
On 30.06.2014, the firm sold its business to PQ Ltd. The value of goodwill was estimated at
` 1,30,000 and the remaining assets were valued on the basis of the balance sheet as on
30.06.2014.
PQ Ltd. paid the purchase consideration in equity shares of ` 10 each.
You are required to prepare:
(a) Balance sheet of the firm as at 30.06.2014,
(b) Realisation account,
(c) Partners' Capital Accounts showing the final settlement between them. (16 Marks)
Answer
(a) Balance sheet of the firm as at 30.06.2014
Liabilities ` Assets `
Capital Accounts: Plant :
P's Capital 1,33,800 Opening Balance 1,60,000
Q's Capital 1,15,800 Less: Depreciation @ 10% 8,000 1,52,000
Creditors 60,000 Building:
Bank Overdraft 40,000 Opening Balance 48,000
Less: Written-off @ 5% 2,400 45,600
Debtors 68,000
Stock 84,000
Total 3,49,600 Total 3,49,600
Working Notes
(1) Ascertainment of profit for the period of 6 Months ended 30.06.2014
Amount (`)
Closing Assets:
Stock 84,000
Debtors 68,000
Plant Less Depreciation 1,52,000
Building Less Written off 45,600
Total 3,49,600
Less: Closing Liabilities:
Creditors 60,000
Bank Overdraft 40,000 1,00,000
Closing Net Assets 2,49,600
Less: Opening adjusted Capitals
P (`1,50,000 – `15,000 – `9,000) 1,26,000
Q (`1,30,000 – `15,000 – `7,000) 1,08,000 2,34,000
Profit Net of drawings 15,600
Actual Profit for Six Months before drawings(half of profit) = 15,600 x 2 31,200
Combined Drawing during six months (half of profit) 15,600
(2) Ascertainment of purchase consideration
`
Closing Net Assets (As above) 2,49,600
Add: Goodwill 1,30,000
Total Purchase Consideration 3,79,600
Summary
Amalgamation of partnership firms includes
Closing the old books of Amalgamating firms
Opening the new books of Amalgamated firm
When one firm is merged with another existing firm, entries will be in the pattern of
winding up in the books of the firm which has ceased to exist. The other firm will record
the transaction as that of a business purchase.
Creditors play an important role in conversion of partnership firm into company.