12 Accounting for Partnerships and Limited Liability Companies Student Version 12-1 11-1 1 Describe the characteristics of proprietorships, partnerships, and limited liability companies. 12-2 11-2 1 Proprietorship A proprietorship is a company owned by a single individual. • Lawyers • Architects • Realtors • Physicians 12-3 11-3 1 Characteristics of a Proprietorship 1. Simple to form 2. No limitation on legal liability 3. Not taxable 4. Limited life 5. Limited ability to raise capital (funds) 12-4 11-4 1 Partnership A partnership is an association of two or more individuals who own and manage a company for profit. Less widely used than proprietorships. 12-5 11-5 1 Characteristics of a Partnership 1. Moderate to form 2. No limitation on legal liability 3. Not taxable 4. Limited life 5. Limited ability to raise capital (funds) (continued) 12-6 11-6 1 Characteristics of a Partnership (continued) 6. Co-ownership of partnership property 7. Mutual agency 8. Participation in income 12-7 11-7 1 Limited Liability Companies A limited liability company (LLC) is a form of legal entity that provides limited liability to its owners, but is treated as a partnership for tax purposes. 12-8 11-8 1 Characteristics of a Limited Liability Partnership 1. Moderate to form 2. Limited legal liability 3. Not taxable 4. Unlimited life 5. Moderate ability to raise capital (funds) 12-9 11-9 2 Describe and illustrate the accounting for forming a partnership and for dividing the net income and net loss of a partnership. 12-10 11-10 12-10 2 Forming a Partnership Joseph Stevens and Earl Foster agree to combine their hardware businesses in a partnership. Each is to contribute certain amounts of cash and other assets. They also agree that the partnership is to assume the liabilities of the separate businesses. 12-11 11-11 2 The entry to record the assets and liabilities contributed by Stevens is as follows: 12-12 11-12 2 Dividing Income— Services of Partners The partnership agreement of Jennifer Stone and Crystal Mills provides for Stone to receive a monthly allowance of $5,000 ($60,000 annually) and Mills is to receive $4,000 a month ($48,000 annually). If there is any remaining net income, it is to be divided equally. The firm had a net income of $150,000 for the year. 12-13 11-13 2 Division of Net Income J. Stone C. Mills Total Annual salary allowance $60,000 Remaining income 21,000 $48,000 $108,000 21,000 42,000 Division of net income $69,000 $150,000 12-14 11-14 $81,000 2 Dividing Income—Services of Partners and Investments The partnership agreement for Stone and Mills divides income as follows: 1. Monthly salary allowance of $5,000 for Stone and $4,000 for Mills. 2. Interest of 12% on each partner’s capital balance on January 1. 3. If there is any remaining net income, it is to be divided equally between the partners. 12-15 11-15 2 The remaining income is divided equally. J. Stone C. Mills Total Salary allowance Interest allowance $60,000 19,200 Remaining income 4,200 4,200 8,400 $83,400 $66,600 $150,000 Net income 12-16 11-16 $48,000 $108,000 14,400 33,600 2 Dividing Income—Allowances Exceed Net Income Assume the same facts as before except that the net income is only $100,000. In this case, the total of the allowance exceeds the net income by $41,600 ($100,000 – $141,600). 12-17 11-17 2 Net income of $100,000 is divided. Salary allowance Interest allowance Total J. Stone C. Mills Total $60,000 19,200 $79,200 $48,000 $108,000 14,400 33,600 $62,400 $141,600 This amount exceeds net income by $41,600. 12-18 11-18 2 Net income of $100,000 is divided. J. Stone Salary allowance $60,000 Interest allowance 19,200 Total $79,200 Deduct excess of allowance over income 20,800 Net income $58,400 12-19 11-19 C. Mills Total $48,000 $108,000 14,400 33,600 $62,400 $141,600 20,800 <41,600> $41,600 $100,000 3 Describe and illustrate the accounting for partner admission and withdrawal. 12-20 11-20 12-20 3 Purchasing an Interest in a Partnership Partners Tom Andrews and Nathan Bell have capital balances of $50,000 each. On June 1, each sells one-fifth of his equity to Joe Canter for $10,000 in cash. 12-21 11-21 3 The only entry required in the partnership accounts is as follows: For a limited liability company, the following entry is required: Tom Andrews, Member Equity Nathan Bell, Member Equity Joe Canter, Member Equity 12-22 11-22 10,000 10,000 20,000 3 Contributing Assets to a Partnership Partners Tom Andrews and Nathan Bell each have capital balances of $50,000. On June 1, Joe Canter contributes $20,000 cash to Bring It Consulting for ownership equity of $20,000. 12-23 11-23 3 The entry to record this transaction is as follows: For a limited liability company, the following entry is required: 12-24 11-24 3 Revaluation of Assets Partners Andrews and Bell each have capital balances of $50,000. The balance in Merchandise Inventory is $14,000 and the current replacement value is $17,000. The partners share net income equally. 12-25 11-25 3 The entry to record this transaction is as follows: For a limited liability company, the following entry is required: 12-26 11-26 3 Partner Bonuses On March 1, the partnership of Marsha Jenkins and Helen Kramer admit Alex Diaz as a new partner. The assets of the old partnership are adjusted to current market values and the resulting capital balances for Jenkins and Kramer are $20,000 and $24,000, respectively. 12-27 11-27 3 Jenkins and Kramer agree to admit Diaz as a partner for $31,000. In return, Diaz will receive a one-third equity in the partnership and will share income and losses equally with Jenkins and Kramer. 12-28 11-28 3 Equity of Jenkins Equity of Kramer Diaz’s Contribution Total equity after admitting Diaz Diaz’s interest (1/3 × $75,000) $20,000 24,000 31,000 $75,000 $25,000 Diaz’s contribution Diaz’s equity after admission Bonus paid to Jenkins and Kramer $31,000 25,000 $ 6,000 12-29 11-29 3 Paying the New Partner a Bonus After adjusting the market values, the capital balance of Janice Cowen is $80,000 and the capital balance of Steve Dodd is $40,000. Ellen Chou receives a one-fourth interest in the partnership for a contribution of $30,000. Before admitting Chou, Cowen and Dodd shared net income using a 2:1 ratio. 12-30 11-30 3 The bonus is computed as follows: Equity of Cowen Equity of Dodd Chou’s Contribution Total equity after admitting Chou Chou’s equity interest after admission Chou’s equity after admission Chou’s contribution Bonus paid to Chou 12-31 11-31 $ 80,000 40,000 30,000 $150,000 × 25% $ 37,500 30,000 $ 7,500 4 Describe and illustrate the accounting for liquidating a partnership. 12-32 11-32 12-32 4 Liquidating Partnerships When a partnership goes out of business, the winding-up process is called the liquidation of a partnership. 12-33 11-33 4 Liquidation Process Farley, Green, and Hall share income and losses in a ratio of 5:3:2. On April 9, after discontinuing operations, the firm had the following trial balance. Cash Noncash Assets Liabilities Jean Farley, Capital Brad Green, Capital Alice Hall, Capital Total 12-34 11-34 $11,000 64,000 $75,000 $ 9,000 22,000 22,000 22,000 $75,000 4 Gain on Realization Between April 10 and April 30, Farley, Green, and Hall sell all noncash assets for $72,000. Thus, a gain of $8,000 ($72,000 – $64,000) is realized. 12-35 11-35 4 Exhibit 5 12-36 11-36 Statement of Partnership Liquidation: Gain on Realization 4 Sale of assets (Step 1): For a limited liability company, the following entry is required: 12-37 11-37 4 Division of the gain (Step 2): For a limited liability company, the following entry is required: 12-38 11-38 4 Payment of liabilities (Step 3): For a limited liability company, the following entry is required: 12-39 11-39 4 Distribution of cash to partners (Step 4): For a limited liability company, the following entry is required: 12-40 11-40 4 Exhibit 6 12-41 11-41 Statement of Partnership Liquidation: Loss on Realization 4 Loss on Realization— Capital Deficiency Farley, Green, and Hall sell all of the noncash assets for $10,000. A loss of $54,000 ($64,000 – $10,000) is realized. The share of the loss allocated to Farley, $27,000 (50% of $54,000), exceeds the $22,000 balance in her capital account. Farley contributes $5,000 to the partnership. 12-42 11-42 4 Exhibit 7 12-43 11-43 Statement of Partnership Liquidation: Loss on Realization—Capital Deficiency 4 Partner Does Not Pay Deficiency If Farley does not pay her deficiency, the deficiency would be allocated to Green and Hall based on their incomesharing ratio of 3:2. The remaining cash would be distributed to Green and Hall as shown below: Capital Balances Before (Deficiency) Farley $ (5,000) Green 5,800 Hall 11,200 Total $12,000 Allocated Capital Balance After Deficiency (Deficiency) and Cash Distributed to Partners $5,000 $ 0 (3,000)* 2,800 (2,000)** 9,200 $12,000 *$3,000 = [$5,000 × (3/5)] or ($5,000 × 60%) **$2,000 = [$5,000 × (2/5)] or ($5,000 × 40%) 12-44 11-44 5 Prepare the statement of partnership equity. 12-45 11-45 12-45 5 Statement of Partnership Equity The change in the owners’ capital accounts for a period of time is reported in a statement of partnership equity. 12-46 11-46 5 Exhibit 8 12-47 11-47 Statement of Partnership Equity 12-48 11-48