PARTNERSHIP FORMULA & NOTES Flashcards
Partnership
Is an organization where two or more persons bind themselves to contribute money, property, or industry into a common fund with the intention of dividing the profits among themselves.
Elements of a Partnership
- There must be a valid contract (written or oral)
- Must be put up by persons having legal capacity to contract
- Contributions must be in the form of money, property or industry
- The purpose of the business is to divide profit among themselves
Mutual Contribution
There cannot be a partnership without contribution of money, property or industry
Co-ownership of Contributed Assets
All assets contributed to the partnership are owned by the partnership by the virtue of its separate and distinct juridical personality
Legal Entity
It has a juridical personality separate and distinct from the partners
Mutual Agency
Any partner can bind the other partners to a contract if he is acting within his express or implied authority.
Division of Profits or Losses
The essence of partnership is that each partner must share in the profits or losses of the venture
Taxable Entity
The income of an ordinary partnership is taxable like e corporation at a rate of 30%
XPT: General Professional Partnership are exempted from tax
Limited Life
It cane easily be dissolved or terminated with the mere
✔️withdrawal
✔️incapacity or death of a partner
✔️admission of a new partner
✔️expiration of the term specified in the contract
Unlimited Liability
All partners (except Limited), including industrial partners, are personally liable for all debts incurred by the partnership.
*If the partnership cannot settle its obligations, creditors claims will be satisfied from the personal assets of the partners without prejudice to the rights of the separate creditors of the partners.
General Partnership
All partners are liable to the extent of their separate properties
Limited Partnership
It is composed of at least 1 general partner with others as limited partners who are liable to the partnership creditors only to the extent of their investment in the partnership
Universal Partnership of Property
It is one where the partners contribute all their properties into a common fund
Universal Partnership of Profits
Is it one where the partners contribute what they will receive as a result of their work or service rendered during the lifetime of the partnership. The partners retain ownership over their present or future property.
General Partner
One who manages the partnership, contributes property or industry and has unlimited liability.
Limited Partner
Is one who invests cash or property and is liable only to the extent of his capital contribution. He is not allowed to contribute industry or service only.
Capitalist Partner
Is one who contributes money or property into the partnership fund
Industrial Partner
Is one who contributes industry or service only
Real Partner
One who is an actual partner
Nominal Partner
Partner in name only
Ostensible Partner
Is one who is known to the public that he is a partner
Secret Partner
One who is not known as such to the public
Universal Partner
Is one whose participation extends to the entire business
Particular Partner
Is one whose participation is limited to a unit or part of a business
Increase in Partner’s Capital Account (CREDITED)
- Original Investment
- Additional investment
- Credit balance of the drawing account at the end of the period
Decrease in Partner’s Capital Account (DEBITED)
- Permanent withdrawals
2. Debit balance of the drawing account at the end of the period
Partner’s Drawing Account
- Credited for share in profits (this may be credited directly to capital)
- Debited for temporary withdrawals and share in loss (may be debited directly to capital)
Loan Receivable (of the partnership)
If a partner withdraws a substantial amount of money with the intention if repaying it
Loan Payable (of the partnership)
A partner may lend amounts to the partnership in excess of his intended permanent investment.
Non-cash Asset Valuation
- Based on agreement
- Fair market value
- Book Value
*When property is subsequently sold after hours/days/weeks after formation = indicates the FV of the asset
Main accounting issues
- Valuation of contribution
2. Re-alignment of Capital (TCC vs. TAC)
Inventory Valuation
- Agreed Value
- Fait Value
- LCNRV
Liquidation
- Creditors other than partners
- owing to partners other than capital and profits
- owing to partners in respect of capital
- partners in respect of profits
Mortgage
if assumed by partnership deduct na sa pag compute ng capital.
if hindi inassume eh di add pa din sa capital
adj cap
unadj cap
add/deduct adjustments
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Adj cap
get additional cash to invest
adj cap divide by p/l% to get the total agreed cap (TAC) then multiply by each p/l% = partner’s agreed cap