Partnerships: Formation, Operation, and Changes in Membership

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2. Overview Accounting for partnerships requires recognition of several important factors From an accounting viewpoint, the partnership is a separate business entity Accrual accounting, cash basis accounting, or modified cash basis of accounting are allowed

3. Nature of Partnership Entity Legal regulation Each state regulates the partnerships that are formed in it Each state tends to begin with a model act and then modifies it to fit that state�s business culture and history Most states have now adopted the Uniform Partnership Act of 1997 (UPA 1997) as the model act

4. Nature of Partnership Entity Definition of a partnership Section 202 of the UPA 1997 states that, �. . . the association of two or more persons to carry on as co-owners of a business for profit forms a partnership . . .�

5. Nature of Partnership Entity Definition of a partnership Association of two or more persons � The �persons� may be individuals, corporations or other partnerships To carry on as co-owners � Each partner has the apparent authority, unless restricted by the partnership agreement, to act as an agent of the partnership for transactions in the ordinary course of business Business for profit � The partnership must attempt to make a profit; therefore, not-for-profit entities, such as fraternal groups, may not organize as partnerships

6. Nature of Partnership Entity Formation of a partnership Easy to form The agreement to form a partnership may be informal or formal Each partner must agree to the formation agreement, and partners are strongly advised to have a formal written agreement to avoid potential problems later

7. Nature of Partnership Entity Other major characteristics Partnership agreement: The UPA 1997 is used by the courts when there is no partnership agreement Partnership as a separate entity: The entity concept means that a partnership can sue or be sued and that partnership property belongs to the partnership and not to any individual partner

8. Nature of Partnership Entity Other major characteristics Partner is an agent of the partnership: The agency relationship among the partners is very important Statement of partnership authority: Describes the partnership and identifies the specific authority of partners to transact

9. Nature of Partnership Entity Other major characteristics Partner�s liability is joint and several: All partners are liable jointly and severally for all obligations of the partnership unless otherwise provided by law Partner�s rights and duties: Each partner is to have a capital account presenting the amount of that partner�s contributions to the partnership, net of any liabilities, and the partner�s share of the partnership profits or losses, less any distributions

10. Nature of Partnership Entity Other major characteristics Partner�s transferable interest in the partnership: A partner is not a co-owner of any partnership property Partner�s dissociation: A partner�s dissociation means that the partner can no longer act on behalf of the partnership

11. Nature of Partnership Entity Types of limited partnerships Limited Partnerships (LP) There is at least one general partner and one or more limited partners The general partner is personally liable for the obligations of the partnership and has management responsibility Limited partners are liable only to the extent of their capital contribution but do not have any management authority

12. Nature of Partnership Entity Types of limited partnerships Limited Liability Partnerships (LLP) One in which each partner has some degree of liability shield There are no general or limited partners Each partner has the rights and duties of a general partner, but limited legal liability

13. Nature of Partnership Entity Types of limited partnerships Limited Liability Limited Partnership (LLLP) Each partner is liable only for the business obligations of the partnership, and not for acts of malpractice by the other partners in the normal course of the partnership�s business General partners, even though responsible for management of the partnership, have no personal liability for partnership obligations

14. Nature of Partnership Entity Accounting and financial reporting requirements for partnerships For internal reporting needs, non-GAAP accounting methods may be used and financial reports may be in a format different from those required under GAAP To issue general-purpose financial statements for external users, generally accepted accounting principles should be used

15. Accounting for the Formation of a Partnership At the formation of a partnership: Assign a proper value to the noncash assets and liabilities contributed Distinguish between capital contributions and loans made to the partnership by individual partners Distinguish between tangible assets owned by the partnership and those specific assets that are owned by individual partners but are used by the partnership

16. Accounting for the Formation of a Partnership FASB Statement No. 157: Contributed assets should be valued at their fair values, which may require appraisals or other valuation techniques Liabilities assumed by the partnership should be valued at the present value of the remaining cash flows

17. Accounting for the Formation of a Partnership The individual partners must agree to the percentage of equity that each will have in the net assets of the partnership Generally, the capital balance is determined by the proportionate share of each partner�s capital contribution

18. Accounting for Operations of a Partnership Partners� accounts Capital accounts Used to record the initial investment of a partner, any subsequent capital contributions, profit or loss distributions, and any withdrawals of capital by the partner Deficiencies are usually eliminated by additional capital contributions

19. Accounting for Operations of a Partnership Partners� accounts Drawing accounts Used to record periodic withdrawals and is then closed to the partner�s capital account at the end of the period Noncash drawings are valued at their market values at the date of the withdrawal Loan accounts A loan from a partner is shown as a payable on the partnership�s books Unless all partners agree otherwise, the partnership is obligated to pay interest on the loan

20. Allocating Profit or Loss to Partners Profit or loss is allocated to the partners at the end of each period in accordance with the partnership agreement If no agreement exists, all partners are to share profits and losses equally (UPA 1997) Profit distribution plans Preselected ratio Interest on capital balances Salaries to partners Bonuses to partners

21. Allocating Profit or Loss to Partners The profit or loss distribution is recorded with a closing entry at the end of each period The revenue and expenses are closed into an income summary account or directly into the partners� capital accounts

22. Allocating Profit or Loss to Partners Multiple bases of profit allocation A combination of several allocation procedures: Agreement should have a provision to specify the allocation process in a deficiency situation

23. Partnership Financial Statements In addition to the three basic financial statements, a statement of partners� capital is prepared to present the changes in the partners� capital accounts for the period

24. Changes in Membership New partners are often a source of additional capital or business expertise Admission of a new partner is subject to the unanimous approval of the present partners Public announcements are typically made A new partner is not personally liable for any partnership obligation incurred prior to admission

25. Changes in Membership Retirement or withdrawal of a partner from a partnership is a dissociation of that partner This does not necessarily mean a dissolution and winding up of the partnership The partnership may purchase the dissociated partner�s interest at a buyout price Partners who simply wish to leave may be liable to the partnership for damages caused by a wrongful dissociation

26. Changes in Membership � General concepts The partnership as an entity separate from the individual partners and the use of GAAP The partnership entity does not change because of the addition or withdrawal A partnership following GAAP and defining its company as an entity separate from the individual partners would account for a change in membership in the same manner as a corporate entity would account for changes in its investors

27. Changes in Membership � General concepts Recognizing decreases in net asset revaluations FASB 142 presents procedures for recognizing impairments of currently held goodwill FASB 144 presents the accounting standards for recognizing impairment losses on long-lived assets Net asset revaluations performed using the appropriate accounting standards are in accordance with GAAP There are no GAAP standards that provide for increases in the value of nonfinancial assets or recognition of new goodwill, solely due to a change in membership

28. Changes in Membership � General concepts Bonus method Records an increase in the partnership�s total capital only for the capital amount invested by the new partner, in accordance with GAAP The method assigns partners� capitals based on the agreement of the partners, and it is often based on the value of the new partner�s investment It does not violate GAAP

29. Changes in Membership � General concepts The partnership as an aggregate of partners� interests and the use of non-GAAP accounting Partners may use non-GAAP accounting methods that meet their information needs

30. Changes in Membership � General concepts Recognizing increases in net asset revaluations or goodwill Recognizing increases in a partnership�s net assets using the net asset revaluation method, or recognizing previously unrecorded goodwill using the goodwill recognition method, are not in compliance with GAAP

31. New Partner Invests in Partnership Step 1: The first step is to compute the new partner�s proportion of the partnership�s book value:

32. New Partner Invests in Partnership Step 2: Determine the specific admission method Methods used if a difference exists between the new partner�s investment and his or her proportion of the partnership�s book value: Revalue net assets Recognize goodwill Use the bonus method

33. New Partner Invests in Partnership

34. New Partner Invests in Partnership Determining a new partner�s investment cost It is important to note the total resulting capital of the partnership and the percentage of ownership interest retained by the prior partners

35. Dissociation of a Partner In most cases, the partnership purchases the dissociated partner�s interest in the partnership for a buyout price The buyout price is the estimated amount if: The partnership assets were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner, and The partnership was wound up at that time, with all partnership obligations settled

36. Dissociation of a Partner Goodwill may be included in the valuation The partnership must pay interest to the dissociated partner from the date of dissociation to the date of payment In cases of wrongful dissociation, the partnership may sue the partner for damages the wrongful dissociation causes the partnership

37. Dissociation of a Partner Buyout price equal to partner�s capital credit If the partnership is unable to pay the amount at the time of retirement, it must recognize a liability for the remaining portion

38. Dissociation of a Partner Buyout price greater than partner�s capital credit Most partnerships would account for the payment above the dissociating partner�s capital credit as a capital adjustment bonus to the partner from the capital accounts of the remaining partners Occasionally, a partnership uses the retirement of a partner to record unrecognized goodwill The partnership may record the retiring partner�s share only, or it may impute the entire amount of goodwill based on the retiring partner�s profit percentage

39. Dissociation of a Partner Buyout price less than partner�s capital credit Results if liquidation values of net assets are less than their book values or because the dissociating partner wishes to leave the partnership badly enough The partnership should evaluate its net assets to determine impairments or write-downs If no revaluations are necessary, the difference is distributed as a capital adjustment to remaining partners in their respective profit and loss ratio