Chapter 10: Partnerships: Termination and Liquidation Flashcards
What is the difference between the dissolution of a partnership and the liquidation of partnership property?
- A dissolution refers to the cessation of a partnership. In many cases, this process is simply a preliminary step in the transfer of business property to a newly formed partnership. Therefore, a dissolution does not necessarily affect the operations of the business. In a liquidation, however, actual business activities must cease. Partnership property is sold with the remaining cash distributed to creditors and to any partners with positive capital balances. Dissolution refers to changes in the composition of a partnership whereas liquidation is the selling of a partnership’s assets.
Why would the members of a partnership elect to terminate business operations and liquidate all noncash assets?
- Many reasons can exist that would lead to the termination and liquidation of a partnership. The business might simply have failed to generate sufficient profits or the partners may elect to enter other lines of work. Liquidation can also be required by the death, retirement, or withdrawal of one of the partners. In such cases, liquidation is often necessary to settle the partner’s interest in the business. The bankruptcy of an individual partner can also force the termination of the business as can the bankruptcy of the partnership itself.
Why are liquidation gains and losses usually recorded as direct adjustments to the partners’ capital accounts?
- During the liquidation process, monitoring the balance of the partners’ capital accounts becomes of paramount importance. That amount will eventually indicate either the cash to be received by the partners as final distributions or the additional contributions that they are required to pay. Consequently, all liquidation gains and losses are recorded directly as changes to these capital balances. Such recording enhances the informational value of the accounts. As an additional factor, the computation of a net income figure is of diminished importance since normal operations have ceased.
After liquidating all property and paying partnership obligations, what is the basis for allocating remaining cash among the partners?
- Final distributions made to the various partners are based solely on their ending capital account balances unless the partners have agreed otherwise. If any partner has a deficit balance, an additional contribution should be made to offset the negative amount. In some situations, a question may arise as to whether compensation for a deficit will ever be forthcoming from the responsible party. The remaining partners may choose to allocate the available cash immediately based on the assumption that the deficit balance eventually will prove to be a total loss.
What is the purpose of a schedule of liquidation? What information does it convey to its readers?
- A schedule of liquidation provides financial data about the liquidation process as it has progressed to date. Information to be presented includes the balances of all remaining assets, the liability total, and the capital account of each partner. In addition, the allocation of all gains and losses incurred in the liquidation process as well as the payment of expenses should be evident.
According to the Uniform Partnership Act, what events should occur if a partner incurs a negative capital balance during the liquidation process?
- From a legal viewpoint, any partner who incurs a negative (or deficit) capital balance is obligated to make an additional contribution to offset that amount.
How are safe capital balances computed when preliminary distributions of cash are to be made during a partnership liquidation?
- A safe capital balance is the amount of a partner’s capital account that exceeds all possible needs of a partnership as it goes through liquidation. A partner should, therefore, be able to receive this balance immediately without endangering the future amount to be received by any other party connected with the liquidation. Safe capital balances are computed by projecting a series of assumptions whereby the partnership undergoes maximum losses during the remainder of the liquidation process. All noncash assets are assumed to have no resale value, liquidation expenses are set at the largest possible estimation, and all partners are viewed as personally insolvent. Any capital balance that would remain after this series of anticipated events can be distributed to the partners immediately without incurring any risk.
How do loans from partners affect the distribution of assets in a partnership liquidation? What alternatives can affect the handling of such loans?
- For distribution purposes, the Uniform Partnership Act states that loans from partners rank ahead of the partners’ capital balances. Thus, the handling of loans in a liquidation would seem to be obvious: When money becomes available for the partners, all loans from partners should be repaid before any amount is given to a partner because of a safe capital balance.
A problem arises, though, in the above solution if a partner (especially if the partner is currently insolvent) has made a loan to a partnership but has a potentially negative capital balance. The final capital balance may require a contribution to the partnership that the partner may be unable or unwilling to make. If the Uniform Partnership Act is followed precisely, a partner could collect money on a loan while still having an obligation to the partnership because of a negative capital balance.
To avoid this problem, in practice a partner’s loan balance is usually merged with that partner’s capital balance to minimize the chance of a negative capital balance occurring. This particular partner may get less money from the liquidation because of this treatment but the other partners are better protected.
What is the purpose of a proposed schedule of liquidation, and how is it developed? 10. How is a predistribution plan created for a partnership liquidation?
- A proposed schedule of liquidation is used by the accountant to determine the allocation of any cash balances generated during the early stages of liquidation. Often, sufficient cash will be collected to pay all liabilities as well as potential liquidation expenses. Additional cash should then be distributed to the partners to allow them immediate use of their funds. A proposed schedule of liquidation can be produced to determine the allocation of this available cash. The statement is based on anticipating a series of assumed losses from the current day forward: all remaining noncash assets are scrapped, maximum liquidation expenses are incurred, and each partner is personally insolvent. The ending balances that would result from these simulated transactions represent safe capital balances. This amount of cash can be distributed presently and the partners will still retain enough capital to absorb all future losses.
LO1: Describe “Determine amounts to be paid to partners in a liquidation.
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LO2: Prepare journal entries to record the transactions incurred in the liquidation of a partnership.
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LO3: Determine the distribution of available cash when one or more partners have a deficit capital balance or become personally insolvent.
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LO4 : Prepare a proposed schedule of liquidation from safe capital balances to determine an equitable preliminary distribution of available partnership assets.
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LO5: Develop a pre-distribution plan to guide the distribution of assets in a partnership liquidation.
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