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FA2 Chapter 4-Partnership-Liquidation
FA2 Chapter 4-Partnership-Liquidation
FA2 Chapter 4-Partnership-Liquidation
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Fundamentals of Accounting 2
Chapter 4
Partnership Liquidation
Learning Objectives
State the order of priority in the settlement f claims in cases of liquidation.
Account for the liquidation of a partnership.
Liquidation
Liquidation is the termination of business operation or the winding up of affairs. It is a process by
which
1. Assets are converted into cash,
2. Liabilities are settled, and
3. Any remaining amount is distributed to the owners.
Liquidation may be either voluntary (e.g., per agreement of partners of a solvent partnership) or
involuntary (e.g., bankruptcy).
The winding up process starts with the conversion of non-cash assets into cash. As such, the
timing of the “realization” of non-cash assets determines the manner on which the “liquidation”
(i.e., payment of claims) is carried out.
Methods of Liquidation
Liquidation may be accomplished either through:
1. Lump-sum liquidation - all of the non-cash assets of the partnership are sold simultaneously
or within a very short period of time. The proceeds are then used to settle first all of the
liabilities, and any remaining amount is paid to the partners under a lump-sum payment (i.e.,
one-time or single payment).
Lump-sum liquidation is possible when there is a contracted buyer of all of the non-cash
assets of the partnership or the assets are sold on a “package deal” basis.
2. Installment liquidation - is most cases, it would take some time before all the assets of a
business are converted into cash. In such case, the partners’ claims are settled on an
installment basis as cash becomes available, but only after all partnership liabilities are fully
settled.
When financial statements are prepared during the liquidation process, all the assets of the
partnership are restated to their realizable values (i.e., estimated selling price less estimated
costs to sell) and all liabilities to their expected settlement amounts. The use of historical cost,
fair value, present value, or other measurement basis is appropriate only when the entity is
going concern.
Settlement of claims
The available cash of the partnership is used to settle claims using the following order of priority:
1. Outside creditors
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Partnership Liquidation
Right of offset
As shown above, a loan payable to a partner has a higher priority over the partner’s capital
balance. However, the legal right of offset allows a deficit in a partner’s capital account to be
offset by a loan payable to that partner.
On January 1, 20x1, the partners of ABC Co. decided to liquidate their partnership. The following
information was made available:
Cash 20,000
Accounts receivable 60,000
Inventory 120,000
Equipment 300,000
Total 500,000
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Fundamentals of Accounting 2
Requirement:
Determine the amounts of cash distributed to the partners in the final settlement of their interests.
Solution:
Step 1: Compute for the gain or loss on the sale
a. Collection on accounts receivable 50,,000
b. Sale of inventory 70,000
c. Sale of equipment 250,000
d. Liquidation expenses (2,000)
net cash proceeds 368,000
Less: Carrying amount of non-cash assets
(60k accounts receivable + 120k inventory + 300k equipment) (480,000)
Total loss on sale (112,000)
Step 2: Allocate the gain or loss to the partners’ capital balances (include their right of offset)
A(20%) B(30%) C(50%) Totals
Capital balances 100,000 150,000 200,000 450,000
Payable to B (right of offset) 20,000 20,000
Total 100,000 170,000 200,000 470,000
Allocation of loss
((112k x (20%; 30%; 50%)) (22,400) (33,600) (56,000) (112,000)
Amts. Received by the partners 77,600 136,400 144,000 358,000
To check the accuracy of our answer, let us identify if the total amount distributed to the
partners is equal to the amount of cash available for distribution to owners:
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Partnership Liquidation
Receivables 60,000
Inventory 120,000
Equipment 300,000
To record the realization of non-cash assets)
We can prepare a formal report on the liquidation through the statement of liquidation.
A statement of liquidation is a financial report that highlights the realization (receipts from asset
disposals) and the liquidation (settlement of creditors’ and partners’ claims) of a partnership.
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Fundamentals of Accounting 2
Requirement:
a. Determine the amounts of cash distributed to the partners from the partial realization of
partnership assets.
Solution:
Requirement (a)
Notes:
The procedure above is similar to the procedure used in lump-sum liquidation, with the
following additional concepts:
a. Expected future expenses are recognized immediately as losses to be allocated to
the partners’ capital balances.
b. Unsold non-cash assets are considered as losses to be allocated also to the partners’
capital balances
To simplify our solution, the total gain or loss to be allocated to the partners’ capital balance
is computed simply by comparing the net proceeds and the carrying amount of all non-
cash assets, whether sold or not.
Step 2: Allocate the gain or loss to the partners’ capital balances (include their right of offset)
A(20%) B(30%) C(50%) Totals
Capital balances 100,000 150,000 200,000 450,000
Payable to B (right of offset) 20,000 20,000
Total 100,000 170,000 200,000 470,000
Allocation of loss
((302k x (20%; 30%; 50%)) (60,400) (90,600) (151,000) (302,000)
Amts. Received by the partners 39,600 79,400 49,000 168,000
Checking:
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Partnership Liquidation
Marshalling of Assets
As mentioned earlier, one of the characteristics of a partnership is “unlimited liability”. This is
because the personal assets of the general partners are subject to the claims of partnership’s
creditors in case of partnership insolvency.
The legal doctrine of marshalling of assets is applied when the partnership and some of the
partners are insolvent. The following are the rules when applying this doctrine.
1. First, any available assets of the partnership are used to settle the partnership’s liabilities.
2. Second, in case the assets of the partnership are insufficient to pay all liabilities (i.e.,
insolvency), the solvent general partners are required to provide additional funds from their
personal assets.
The claims to the personal assets of a partners are ranked in the following order:
A. Those owing to personal creditors of the partner.
B. Those owing to partnership creditors.
C. Those owing to partners by way of contribution.
3. Third, in case some partners are insolvent (or limited partners0, their capital deficiency is offset
to the capital balances of the other partners. If after allocating the capital deficiency of an
insolvent (or limited) partner, a solvent partner’s capital balance results to a negative amount,
the solvent partner is required to provide additional contribution.
Cash 20,000
Accounts receivable 60,000
Inventory 120,000
Equipment 300,000
Total 500,000
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Fundamentals of Accounting 2
Requirement:
a. Determine the amounts of cash distributed to the partners in the final settlement of their
interests.
Solution:
Requirement (a)
Step 1: Compute for the gain or loss on the sale
a. Collection on accounts receivable 10,000
b. Sale of inventory 5,000
c. Sale of equipment 53,000
d. Actual liquidation expenses (2,000)
net cash proceeds 66,000
Less: Carrying amount of non-cash assets
(60k accounts receivable + 120k inventory + 300k equipment) (480,000)
Total loss (414,000)
Step 2: Allocate the gain or loss to the partners’ capital balances (include their right of offset)
A(20%) B(30%) C(50%) Totals
Capital balances 100,000 150,000 200,000 450,000
Payable to B 20,000 20,000
Total 100,000 170,000 200,000 470,000
Allocation of loss
((414k x (20%; 30%; 50%)) (82,800) (124,200) (207,000) (414,000)
Totals 17,200 45,800 (7,000) 56,000
Additional contribution of C 7,000 7,000
Amts. Received by the partners 17,200 45,800 - 63,000
Since C is personally liable, he is required to provide additional contribution to cover his capital
deficiency.
Checking:
Beginning balance of cash 20,000
Net proceeds from the sale of non-cash assets 66,000
Additional contribution by C 7,000
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Partnership Liquidation
Requirement:
a. Determine the amounts of cash distributed to the partners in the final settlement of their
capital accounts.
Solution:
Requirement (a)
Step 1: Compute for the gain or loss on the sale
(see ‘Case #1’ above.)
Step 2: Allocate the gain or loss to the partners’ capital balances (include their right of offset)
A(20%) B(30%) C(50%) Totals
Capital balances 100,000 150,000 200,000 450,000
Payable to B 20,000 20,000
Total 100,000 170,000 200,000 470,000
Allocation of loss
((414k x (20%; 30%; 50%)) (82,800) (124,200) (207,000) (414,000)
Totals 17,200 45,800 (7,000) 56,000
Allocation of capital deficiency to the
other partners 7,000
((7k x (20%/ 50%;30%/50%)) (2,800) (4,200) 7,000
Amts. Received by the partners 14,400 41,600 - 56,000
Since C is personally insolvent. His capital deficiency is allocated to the other partners with
positive capital balances. The allocation is based on the solvent partners’ P/L ratios ((e.g.,
allocation to A:20% A’s interest ÷ (20% A’s interest + 30% B’s interest))
Checking:
Beginning balance of cash 20,000
Net proceeds from the sale of non-cash assets 66,000
Less: Payment to outside creditors (30,000)
Cash available for distribution to partners 56,000
The basic purpose of these schedule is to prevent overpayments to partners during installment
liquidation.
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Fundamentals of Accounting 2
The preparation of this schedule requires the application of the same concepts as those we
have applied earlier, namely:
The sum of (A) and (B) above is referred to as “maximum loss possible”
Cash 20,000
Accounts receivable 60,000
Inventory 120,000
Equipment 300,000
Total 500,000
The partnership will be liquidated on an installment basis. Distribution to owners will be made as
cash becomes available.
January 20x1:
The following transactions occurred in January 20x1:
A. 75% of the accounts receivable was collected for only P30,000.
B. Half of the inventory was sold for P40,000.
C. Equipment with carrying amount of P200,000 was sold for P120,000.
D. P2,000 liquidation expenses were paid. Estimated future liquidation expenses totaled P1,000.
E. P9,000 cash was retained in the business for potential unrecorded liabilities and anticipated
expenses.
Requirement:
Prepare the safe payment schedule on Jan. 31, 20x1.
Solution:
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Partnership Liquidation
ABC Co.
Safe payment schedule
January 31, 20x1
A(20%) B(30%) C(50%) Totals
Payable to B - 20,000 - 20,000
Capital balances before liquidation 100,000 150,000 200,000 450,000
Total interest - Jan. 1, 20x1 100,000 170,000 200,000 470,000
Allocation of loss on
Realization - Jan. 1, 20x1 (23,400) (35,100) (58,500) (117,000)
Total 76,600 134,900 141,500 353,000
Allocation of maximum
loss possible - Jan. 20x1 (37,000) (55,500) (92,500) (185,000)
First installment payment
to partners - Jan. 20x1 39,600 79,400 49,000 168,000
Notice that when preparing a safe payment schedule, the actual and estimated losses are
computed separately. The computations presented earlier, where we did not compute for these
losses separately, are just a simplification of the computation for distributions to the partners. If
you use the simplified method, you should be able to come up with the same amounts of
distributions to the partners.
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Fundamentals of Accounting 2
The ending balance of cash represents the P1,000 and P9,000 cash set aside for future costs.
February 20x1:
The following transactions occurred in February 20x1:
A. P10,000 was collected on the remaining accounts receivable; the balance was deemed
uncollectible.
B. The other half of the inventory was sold for P20,000.
C. The remaining items of equipment were sold for P30,000.
D. P10,000 liquidation expenses and previously unrecorded liabilities were paid.
F. The liquidation process ended on February 28, 20x1.
Requirement:
Prepare the safe payment schedule on Feb. 28, 20x1.
Solution:
On final settlement, there is no need to compute for the maximum loss possible.
ABC Co.
Safe payment schedule
February 28, 20x1
Cash
Feb. 1, 20x1 10,000
Collection of accounts 10,000 10,000 Payment for liquidation expenses
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Partnership Liquidation
receivable
Sale of inventory 20,000
Sale of equipment 30,000 60,000 Final payment to partners
- Feb. 28, 20x1
The preparation of this schedule requires the application of the same concepts as hose we have
applied earlier, namely:
a. Unsold non-cash assets are treated as loss; and
b. Expected future liquidation costs and potential unrecorded liabilities are recognized
immediately as losses.
An additional procedure when preparing a cash priority program is to rank the partners in
accordance to their maximum loss absorption capacity. The partner with the highest maximum
loss absorption capacity shall be paid first. The partner with the lowest maximum loss absorption
capacity shall be paid last. The maximum loss absorption capacity is computed as follows:
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Fundamentals of Accounting 2
Cash 20,000
Accounts receivable 60,000
Inventory 120,000
Equipment 300,000
Total 500,000
The partnership will be liquidated on an installment basis and distributions to the partners will be
made as cash becomes available.
Even prior to the sale of any asset, we can determine the amount of minimum safe
payments to the partners (when or cash becomes available) by preparing a cash priority
program. This is prepared as follows:
First, the maximum loss absorption capacities (MLAC) of the partners are determined. This will be
the basis in ranking the partners according to their priority over cash payments.
Second, the partners’ MLAC are equalized. This will be the basis in preparing the cash priority
program.
Third, the cash priorities are computed by multiplying the differences above by the respective
partners’ P/L ratio.
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Partnership Liquidation
The cash priority program above means that when cash becomes available:
1. B is paid P20,000 first;
2. Next, A and B are paid P20,000 and P30,000, respectively; and
3. Any remaining cash will be distributed to all partners based on their P/L ratio.
Requirement:
Determine the cash payments to the partners on January 31, 20x1 using cash priority program.
Solution:
The amount of cash available for distribution to the partners on January 31, 20x1 is computed as
follows:
a. Collection on accounts receivable 30,000
b. Sale of inventory 40,000
c. Sale of equipment 120,000
d. Payment for liquidation expenses (2,000)
e. Cash set aside for estimated liquidation expenses (1,000)
f. Cash set retained for potential future costs (9,000)
Net proceeds 178,000
Add: Cash balance, beg. (see Balance Sheet above) 20,000
Less: Accounts payable (see Balance Sheet above) (30,000)
Cash available for distribution to partners 168,000
Using the cash priority program, the amounts of distributions to the partners on January 31, 20x1
are determined as follows:
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Fundamentals of Accounting 2
Notes:
After A and B are allocated their cash priorities, any balance is allocated to the partners
based on their respective profit or loss ratios.
The amounts computed above are equal to the amounts computed in the previous
illustrations for “safe payment schedule” and “Case #2: Installment liquidation”.
February 20x1:
The following transactions occurred in February 20x1:
a. P10,000 was collected on the remaining accounts receivable; the balance was deemed
uncollectible.
b. The other half of the inventory was sold for P20,000.
c. The remaining items included in the equipment account are sold for P30,000.
d. P10,000 liquidation expenses and previously unrecorded liabilities were paid.
H. The liquidation process ended on February 28, 20x1.
Requirements:
Determine the cash payments to the partners on February 28, 20x1 using cash priority program.
a. Collection on accounts receivable 10,000
b. Sale of inventory 20,000
c. Sale of equipment 30,000
d. Payment for liquidation expenses (10,000)
Net proceeds 50,000
Add: Cash - Feb. 1, 20x1 (P1k and P9k cash set aside on Jan. 31) 10,000
Cash available for distribution to partners 60,000
Using the cash priority program, the amounts of distribution to the partners on February 28, 20x1
are determined as follows:
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Partnership Liquidation
Summary:
Order of priority in the settlement of claims in cases of liquidation (1) Outside creditors; (2)
Inside creditors; and (3) Owners’ capital balances.
In case of partnership insolvency, the rule of marshalling of assets is applied. Under this rule,
only the excess of a partner’s personal assets over his personal liabilities can be used to
settle partnership debt. Any capital deficiency of an insolvent partner is absorbed by the
solvent partners.
Accounting procedures when computing for the settlement of the partners’ interests in
cases of liquidation:
Step # 1: Compute for the net proceeds. Deduct all expenses, whether paid or not, as
well as any cash retention for future costs.
Step # 2: Compute for the gain or loss by comparing the net proceeds with the total
carrying amount of non-cash assets, whether sold or not.
Step # 3: Allocate the gain or loss to the partners’ interests. Any residual amount in a
partner’s capital balance represents the settlement of his interest in the
partnership.
Under the cash priority program, when all of the priorities are paid, any remaining cash
distribution is allocated to the partners based on their respective P/L ratios.
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Fundamentals of Accounting 2
The partners were able to convert all assets into P90,000 cash. How much did B receive
from the final settlement of his interest?
a. 30,000
b. 35,000
c. 28,000
d. 36,667
2. A and B decided to liquidate their partnership business. The statement of financial position
of the business shows the following information:
The partners were able to convert all assets into P180,000 cash. How much did A and B
receive from the final settlement of their interest, respectively?
a. 50,000; 50,000
b. 60,000; 40,000
c. 70,000; 30,000
d. 56,667; 43,333
Three-fourths (3/4) of the noncash assets were sold for P920,000. The partnership paid P5,000
transaction costs on the sale. How much cash did C receive from the settlement of the
partners’ interests?
a. 163,000
b. 186,000
c. 193,000
d. 206,000
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Partnership Liquidation
Half of the noncash assets were sold for P370,000. The partnership paid P2,000 liquidation
expenses. How much cash did B receive from the settlement of the partners’ interests?
a. 163,400
b. 168,000
c. 139,600
d. 136,400
All the noncash assets were sold for P870,000. The partnership paid P12,000 liquidation
expenses.
6. How much is the loss on the sale of noncash assets, including the effect of liquidation
expenses?
a. 98,000
b. 112,000
c. 120,000
d. 122,000
7. How much cash did A receive from the settlement of the partners’ interests?
a. 175,600
b. 183,400
c. 149,600
d. 128,400
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Fundamentals of Accounting 2
One-third of the noncash assets were sold for P70,000. The partnership paid P8,000
liquidation expenses. Partner C is insolvent. How much cash did A receive from the
settlement of the partners’ interests?
a. 12,400
b. 16,800
c. 13,600
d. 12,800
If a cash priority program is prepared, which partner is paid first and how much is the total
payments to that partner before all partners will share on the available cash based on their
profit or loss ratios?
a. A, P20,000
b. B, P90,000
c. B, P96,000
d. B, P60,000
10. Three-fourths (3/4) of the noncash assets were sold for P920,000. The partnership paid P5,000
transaction costs on the sale. How much did A receive from the settlement of the partners’
interests under the cash priority program?
a. 447,500
b. 386,500
c. 493,500
d. 306,500
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