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Partnership 2
Partnership 2
EXCEPTION: If there is a revaluation/adjustment of Note: The total capital should still be equal and in the 2 nd
assets needed prior to purchase. column, it should always be 0.
The reason why the upcoming new partner pays
you cheaper or higher than the interest acquired is Amount paid 7,500
if the problem stated that the UNP believes that Interest Acquired 7,500
there are ASSETS that need to be revalued. Difference
Q: Is the transfer of capital considered a Bonus? *The 80:20 Ratio will be disregarded
Cannot call a bonus. IF PURCHASE OF INTEREST
kung ilan yung kinuha ni Partner ZZ, that would be
I. SOLUTION: Assignment of Interest the SAME PERCENTAGE na igive up ni XX and YY.
Capital of D: If ¼ was given to ZZ, that you get from the 30,000
A’s Capital: P168,000 (which also came from the capital of XX and YY)
X ¼ To be fair, get it also to the ¼s of Partners XX and
D’s Capital: P 42,000 YY.
You will follow paano nabawasan si XX and YY Therefore: In Zz pov, he believes that the capital is 40k.
unless the problem said otherwise.
In 40k, dun ka kumuha ng ¼ = 10k (e) and same procedure na kunin ang ¼
BY DEFAULT: It should be proportionate. Based on ilan sa Xx and Yy.
ginive up.
Revaluation Assets – those are related to assets that have already
SITUATION 2
existed even prior to the admission of Zz. So, the increase in the
value of assets has nothing to do with Zz.
DEFAULT:
Book Value Method: wala kang pake magkano man binayad ni
Entry:
newly admitted. Kung ilang yung inacquire niyang interest or
Asset 10,000
percentage interest, yun lang mapupunta sa kanya. Regardless of
X, Capital 8,000
the amount paid.
Y, Capital 2,000
B4 Adm. After Adm. Then, transfer the capital of X =7k, Y =3k then Z= 10k
Xx 20,000 x ¼ (5,000) 15,000 X, Capital 7,000
Yy 10,000 x ¼ (2,500) 7,500 Y, Capital 3,000
Zz 7,500 7,500 Z, Capital 10,000
Total 30,000 x ¼ - 30,000
SITUATION: 3
Amount paid 10,000 Same situation in 2 #1, the only difference is the loss (Personal) of
Interest Acquired 7,500
Xx and Yy.
Gain (Personal) 2,500
Amount paid 6,000
Interest Acquired 7,500
*Personal Gain will not be included in the Partnership Books.
Loss (Personal) (1,500)
SITUATION 11 *The Revaluation was BEFORE the Admission kaya di muna nilagay
TCC Withdrawal TAC P/L si 40k.
Xx 20k 20,000 50%
VI- Admission by Purchase and Investment (Independent
Yy 10k (5,000) 5,000 12.5
Scenario)
Zz 15 15,000 37.5%
k
Cash Paid: 22k (17k +5k)
Tot. 45k 40,000
Note: wala tayong pake sa binayad EXCEPT if may revaluation.
In the problem, it was stated that the capital ratio must be equal 1.
to P/R.
B4 Reva. Aft Rev. Aft Ad.
Since P/R of Zz is 37.5%
(3:1)
Allen 70k 15k 85k (17,000 68k
II – Admission by Purchase (PERSONAL)
)
Amount paid 132,000
Danie 20k 5k 25k (5,000) 20k
Cap Acquired (44k x1/5) 88,800
l
Combined Gain (N and S only) 43,2
David 22,000 22k
00
Total 90k 20k(a) 110k - 110k
III – Admission by Purchase (Partnership)
*Walang nakalagay ky David kasi Purchase of Interest to.
X¾
EE 80,000 60k
Amount paid 22,000
GG 40,000 30k
Interest Acquired 18,000
DD 20,000 15k
Difference 4,000
TOTAL 140,000 140k
*By what amount the land was increased? 4k / .20 (a)
WW – 140k x ¼ = 35k
2. Investment -DOWNWARD (TRIAL AND ERROR)
IV – Admission by Purchase (Partnership)
TCC Reva. Bonus TAC
Allen 70k (7,500) 62,500
B4 Reva. Aft Rev. Aft Ad.
Danie 20k (2,500) 17,500
Ll 25k 7.5k 32,500 (15,000) 17,500
l
Qq 35k 7.5k 42,500 (15,000) 27,500
David 20k 20k
Dd 30,000 30,000
Total 110k (10k) (a) 100k
Total 60k 15k 75,000 - 75,000
Invest – so, may laman na si david sa first column.
*walang nakalagay sa Dd kasi purchase of interest into not by
NEXT OBJECTIVE
investment
What is the TAC? (Assessment Method) Kpaag di given
Amount paid 30,000
TAC.
Interest 24,000
20k / 20% = 100k & 90k/ 80% =112,500
Acquired(30x .40)
10k = Amount of written down (a)
Gain(Personal) 6,000
VII – Admission by Purchase and Interest
60,000 x .40 = 6k Pur. Inv. TCC Rev Bonus
Gross up natin. MM 60k 60k 10k 2.5k 72,500
6,000 / .40 or 30k /.30 = 75,000 TT 80k (20k) 60k 20k 5k 85,000
Profit and Loss = Equally RR 200k 200k 10k 2.5k 212,500
15 / 2 = 7.5k LL 20k 140k 160k (10k) 150k
Total 340k - 480k 40k - 520k
Kanina, diba kapag kumuha ka ng .40 sa 75k (after rev) kuha kadin
.40 sa 42,500 & 32,500. Yan yung DEFAULT pag walang sinabi. *Note:
However, the problem is clear, it stated that LL and QQ transfer LL gets ¼ of interest to TT for 24k (la tayo pake sa 24k na
EQUAL AMOUNTS OF CAPITAL TO DD. So tag 15k sila. binayad unless the problem said that there is revaluation
then gross up ang 24k)
V – Admission by Investment
Cap. B4 Reva. TCC Cap.B. Next, the 20k you get from TT is transferred it to LL.
Aftadm Purchase total is 0 kasi lipatan lang naman yan. Then, LL
Lon (30k) 30k 0 (6k) (6k) also invest 140k.
Mac 120k 12k 132k (2.4k) 129,600
Next, since given na ang total capital, latag nalang no a. Payment: BV of the Interest of Retiring Partner
need to asses or trial and error. Then since malaki ang Ex: Payment (P10) = BV of RP (10) (Payment of Book
TAC, there is revaluation of 40k. (distribute to the Value)
partners.
b. Payment > Interest of Retiring
Next, it was given that 150k is the AC of LL so deduct a Bonus to Retiring Partner
10k bonus from LL and distribute to the partners. Upward Revaluation (All or Specific)
Goodwill (Total or Partial)
FOR PL RATIO: Ex: Payment (15) > Interest of Retiring (10)
LL: 1/3 = 33% (33% - 100%) = 66.67% (to be the denominator of
the remaining partners) c. Payment < Interest of Retiring
“Other partners continue to participate in P/L ratio in the orig Ex: Payment (6) < Interest of Retiring (10)
capital” – Use this method. Bonus to Remaining Partners
Downward Revaluation (All or Specific)
VIII – Admission by Investment Comparing Bonus and Goodwill 1 and 2: Personal Transaction / Reverse of Admission of
P/L – EQUALLY Purchase
3: Pasok sa Partnership Books since Partnetship ang
Under Bonus Method bibili / Reverse of Admission By Investment
TCC BONUS TAC
XX 300k 31,500 331,500 FORMULA FOR THE INTEREST OF RETIRING PARTNER
YY 240k 21,000 261,500
ZZ 250k (52,500) 197,500 Investments +
TOT. 790k - 790k Withdrawals -
*Note: Share in partnership profit to date of retirement +
Pag Bonus Method, malamang ang TAC is 790 din. (TCC = TAC) Share in partnership losses to date of retirement -
Loans and advances to the partnership (Loans Payable) +
Under Goodwill Method (Upward) Loans and advances from the partnership (Loans -
TCC GW TAC Receivable)
XX 300k 126,000 426k Revaluation of Assets increasing their record values +
YY 240k 84,000 324k Revaluation of Assets decreasing their record values -
ZZ 250k 250k INTEREST UPON RETIREMENT
TOT. 790k 210,000 1M
INT OF RETIRING PARTNER:
*Note: Since same steps lang sila nung bonus but since goodwill CAPITAL + LOANS PAYABLE – LOANS RECEIVABLE =
ito so dapat upward method. Since walang TAC na mas HIGHER na CAPITAL INTEREST
binigay. Assessment ulit /
Death and Incapacity = Same lang yan. The Difference lang is sa
COMPARISON: BONUS VS. GOODWILL DEATH (Interest/ Capital Interest of the Partner will be part of his/
XX YY ZZ her Gross Estate)
Cap. Bal: Goodwill is Chosen 426k 324k 250k
GW if written off as a loss (equal) (70k) (70k) (70k) X – Payment from Partnership Ends
Cap. Bal after write off of GW 356k 254k 180k
Cap. Bal if Bon Meth is Chosen 331.5 261k 197.5(a) Loan – The Loan of the Partners will be included because of
retirement na.
COMPARISON BETWEEN BONUS AND GOODWILL METHOD
DD(50%) EE(30%) FF(20%) Total
If P&L Ratio = Capital Ratio Unad. Cap 70,000 60,000 30,000 160,000
Bonus & Goodwill Method will yield the same results Drawings (2,000) (2,000)
Net Inc 15,000 9,000 6,000 30,000
If P&L Ratio > Capital ratio (a)Inv (2,500) (1,500) (1,000) (5,000)
New Partner should prefer the BONUS Method (b)F&F 7,500 4,500 3,000 15,000
(c)Patents (7,500) (4,500) (3,000) (15,000)
If P&L Ratio < Capital Ratio Adj. Cap 82,500 67,500 33,000 183,000
New Partner should prefer the GOODWILL Method +LP/-LR (3,000) (3,000)
Cap. Int 82,500 67,500 36,000
Partner ZZ
P&L Ratio Capital Ratio *Note:
33% 25% If Loans Payable ni Partnership =Kasama ito sa babayaran niya kay
BONUS METHOD partner. (utang ng partnership ky partner)
If Loans Receivable =right of offset compensation.
FF, Capital 35,000 (dating 33 pero inadd yung Winding up of the affairs of the business
2k) The non-cash of the partnership will be realized
FF, Loan 3,000 into cash. Binebenta natin and from the proceeds,
Cash 38,000 babayaran natin yung mga external creditors.
4. Elimination of capital deficiencies (or negative capital *Upon absorption of hypothetical loss, a partner becomes deficit,
balance) we call it:
o If deficient partner has a LOAN BALANCE – RIGHT - HYPOTHETICAL DEFICIT: Presumed as personally INSOLVENT and
OF OFFSET Absorbed by the other partners: remaining P&L Ratio
- Check if we have LOANS PAYABLE to that
partner, CASH PRIORITY PROGRAM
Baka may LP tayo sa partner na yon. we are 1. Also called as CASH DISTRIBUTION PLAN
the debtor in the partnership’s POV. (may 2. PARTNERS are being RANKED
utang ang partnershipnsa partner) How to rank? (Partner’s Capital Interest / Respective P/L
- In that partner’s pov, s/he has the Ratio)
responsibility to the partnership, that is Ex: Partner has a capital of 50 with 50% Capital ratio
why offsetting is the key. (50/50%: 100)
- Extinguishment Compensation Called MAXIMUM ABSORPTION CAPACITY: That is
o If deficient partner is SOLVENT – ADDITIONAL the maximun amount that s/he can tolerate as a
INVESTMENT LOSS before s/he become negative.
Ex: Capital of Partner is 50, his/her loss is (101) and with 1. Those to creditors, including limited partners, in the order of
a cap ratio of 50% (101 x 0.50: 50.50) priority as provided by law, except those to limited partners on
Cap 50 account of their contributions, and to general partners.
(50.5) (101) 2. Those to limited partners by way of their share of the profits
(0.50) and other compensation by way of income on their contributions.
3. Those limited partners in respect to the capital of their
contributions.
What does MAXIMUM ABSORPTION CAPACITY reveals? 4. Those to general partners other than for capital and profits.
REVEALS: 5. Those to general partners in respect of profits.
1) Partners in terms of who could absorb the largest and 6. Those to general partners in respect of capital.
smalles loss (VULNERABILITY TO LOSSES) XI – STATEMENT OF LIQUIDATION: LUMP-SUM
2) order in which cash should be distributed to them as SHORT METHOD
it becomes available
Step 1: Identify the Capital Interest of the Partners
ABSORPTION CAPACITY VERSUS VULNERABILITY Q R S Total
INVERSE RELATIONSHIP Capital 12,000 (a) 48,000 36,000 96,000
LOWEST ABSORPTION CAPACITY = MOST VULNERABLE Interest
HIGHEST ABSORPTION CAPACIYY = LEAST VULNERABLE
(a) Q: 9,600 + 2,400
Ex: (1)
If you have the HAC, and your AC is 100 it means: Step 2: Compute Cash Available
any loss lower than 100, di pa sya mag nenegative. Cash, Beginning 24,000
Saka lang siya mag nenegative pag yung loss is 100 Proceeds from Sale 1,200
kasi sakto nung yung 50% ng 100 is 50 rin. (refer to Payment of Liab (Actual) (12,000)
previous example) Remaining/Unpaid Liab (b) -
Kaya naman, bago pa sya mga loss, marami na Actual Liquid. Expenses (14,400)
siyang puhunan. Remaining Anticipated/ -
Ex: (2) Future Liquidation Expense
MAC of the partner is: 30, whereas the previous TOTAL CASH AVAILABLE (1,200)
partner we stated has 100 MAC; the partner who
has the absorption capacity of 30, kapirasong loss (b) If ever may remaining or unpaid liab, ibawas mo na rin. Kasi
lang, magnenegative na siya. ang logic natin, bago tayo mamigay ng cash dapat freely available
Like midterms and final concept. Puhunan kana sa yun.
midterms para di ka vulnerable sa final if may
grading na. (ikaw una) STEP 3 & 4 TOTAL CASH AVAILABLE ALLOCATION
Q R S Total
DOCTRINE OF MARSHALLING OF ASSETS
Capital 12,000 (a) 48,000 36,000 96,000
The order of priorit concerning the availability of the
Interest
assets for each class of creditors is as follows:
(29,160) (48,600) (19,440) (97,200)
PARTNERSHIP ASSETS PERSONAL ASSETS
(c)
1) Partnership Creditors 1) Personal Creditors
(1,200)
2) Personal Creditors that did 2) Partnership creditors who
not recover their claims in full were not satisfied from
Note: Ano yung amount na nung binawasan natin yung total
from the personal assets of partnership assets
capital interest nila na 96k, we arrived at (1,200) (c) then distribute
the partner
to 3:5:2
3) Amounts owed to partners
by way of contribution (due to
STEP 5: TOTAL COMPUTATION
deficit) (reimburse them)
Q R S Total
Capital 12,000 (a) 48,000 36,000 96,000
Note:
Interest
(2): Yung mga personal creditor na di nakarecover ng full sa
(29,160) (48,600) (19,440) (97,200)
personal assets will be transferred sa partnership assets.
(c)
Add info: the personal creditor of the partner kinulang pa yung
claims niya mula sa personal assets dun sa debtor-partner na yon, (17,160) (600) 16,560 (1,200)
pwede nila habulin yung partnership assets but up the extent of 97,200: COMBINED TOTAL LOSS
that partners interest only. (same sa kabila, personal to
partners) STEP 6: PARTNER THAT HAS NEGATIVE (DEFICIT) & TOTAL
Q R S Total Cash Av
SUMMARY OF ORDER OF PAYMENTS OF PARTNERSHIP UNDER Capital 12,000 (a) 48,000 36,000 96,000
OUR CIVIL CODE: Interest
IF IT IS A GENERAL PARTNERSHIP: (29,160) (48,600) (19,440) (97,200) (c)
1. Those owing to creditors other than partners (17,160) (600) 16,560 (1,200)
2. Those owing to partners other than for capital and profits 17,160 17,160
3. Those owing to partners in respect of capital 600 600
4. Those owing to partners in respect of profit. - - 16,560 16,560
Note: If there are partners who are negative or deficit, check if
IF IT IS A LIMITED PARTNERSHIP: they are solvent or not.
Q: Yes (36k) then add the 17,160 (his deficit)
R: Yes (24k) Then add the 600 (his deficit)
S: Not necessary bcs he is positive. Interest
Tot. Loss (41,400) (27,600) (69,000) (138,000)(a)
Called SHORTER or SHORT SCHEDULE OF SAFE PAYMENT Tot. (1,400) 17,400 (4,000) 12,000
- The 97,200 (c) composed of Loss on Realization: 72,000 + 10,800
Liquidation Expenses: 14,400 (a) 138k – Total Loss and composed of 3 parts. Since ang given
Anticipated Expenses: 0 raman is liquidation expenses then walan may anticipated
expenses therefore:
Q: Loss on Realization? Bibiakin mo ang 97,200. Pwede mong Loss on Re: 132,000
iassume na solely loss on realization yan if walang liquidation Actual Liq. Exp: 6,000
expense, anticipated expense. Anticipated: 0
Proceeds: 85k
Q: Pano pag si partner Q is 17,160 sya pero insolvent siya? Pag BV: 217,000
insolvent, pashoulder mo sa dalawang partner. Loss: (132,000)
Q: Pano pag sa cash available given ito, pero ang nawawala
PROCEEDS? – Squeeze mo lang as long as the beginning and Cash, Beginning 8,000
ending portion of the formula is available, kung gitna nawawala, Proceeds from Sale 85,000
puzzle lang. Payment of Liab (Actual) (75,000)
Remaining/Unpaid Liab (b) -
Actual Liquid. Expenses (6,000)
1 LIMITATION ON THIS SHORTCUT Remaining Anticipated/ Future -
- pag maraming buwan yung tanong. Mas prefer to use the cash Liquidation Expense
priority program. TOTAL CASH AVAILABLE 12,000
*After they exhaust everything, they still get deficit and owe *After absorption, magkano yung need iinvest ni D, para mawala
5,250. Now, ano yung ilalagay mo sa taas to get the total of yung negative niya?
(5,250)?
XVI – STATEMENT OF LIQUIDATION: INSTALLMENT; SAFE PAYMENTS & CASH PAYMENT PRIO PROGRAM
CASH PRIO A – 40% B – 20% C – 20% D – 20% A – 40% B – 20% C – 20% D – 20%
STEP 1
*Maximum Absorption: Capital Interest / Capital Ratio:
Partner B (129,000) (Highest Absorption Capacity)
Partner A (81,000) (Most Vulnerable) (LAC)
*Next, the highest (Partner B), irereduce mo sya sa 2nd highest (Partner C)(a)
Then, anong ibabawas mo kay partner B para maging 102k siya? – 27k (PRIORITY #1) (b)
But that 27,000 was derived because we divided 25,800 by 20%.
To get the cash payment receive by partner B on PRIORITY #1, we multiply it by the P/L again (27,000 x 20%) = 5,400 (c) (This is what
partner B receives)
*Next,
Since, equal na si Partner B and C, same na silang level. Si B and C naman they need to go with the 3 rd highest. Then repeat the steps
to Priority #3.
*Next,
For Priority #4, P/L Ratio
1,200 1,200
Cash Withheld (4,800) (1,800) (1,200) (600) -
A B C D TOTAL
January - - - - -
February 5,280 5,280
March
Prior. I 120 120
Prior. II 1,200 1,200 2,400
Prior. III 3,000 3,000 3,000 9,000
Excess 2,736 1,368 1,368 1,368 6,840 P/L RATIO
2,736 5,688 5,568 4,368 18,360
April 720 360 360 360 1,800
May 816 408 408 408 2,040
XVII
XIV – INCAPACITATED
XX
A B C Total
Capital 5,000 6,250 2,500 13,750
Unrecorded 250 (500) 250 - If 91,500 yan yung 0 lang matatanggap niya so dapat more than
Earning/ Net
91,500 which is letter D.
Income
Loans 3,750 1,250 5,000
Cap. Interest 9,000 5,750 4,000 18,750
(5,000) (5,000) (2,500) (12,500)
4,000 750 1,500 6,250
XXI XXIII
Duro Kemp Ruth Total
T K D Total
Cap. Interest 85,000 90,000 40,000 215,000
Cap. Interest 11,000 7,750 7,000 25,750
(100,000) (60,000) (40,000) (200,000)
Loss: (7,875) (3,938) (3,938) (15,750)
Total Cash (a)(15,000) 30,000 - 15,000 Total cash 3,125 3,813 3,063 10,000
15,000 15,000
- 30,000 - 30,000
(a)Kapag may isang nag negative sa total cash, reconstructive ito, Anticipated: 1,500
so magtulak ka. Unpaid Liab: 7,300
(b) kemp: siya lang may given Total: 8,800