Partnership Accounting – Definition and Key Concepts

Partnership Accounting refers to the system of recording, summarising, and reporting all financial transactions related to a partnership firm—a business owned and managed by two or more partners who share profits and losses as per an agreed ratio. It involves maintaining proper books of accounts for activities such as admission, retirement, or death of a partner, revaluation of assets and liabilities, distribution of profits, treatment of goodwill, and settlement of accounts upon dissolution.

Table of Contents

1. Definition
2. Important Concepts
3. Retirement of Partner
4. Death of Partner
5. Treatment of Joint Life Policy
6. Dissolution of Partnership Firms including Piecemeal Distribution
7. Settlement of Accounts on Dissolution

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1. Definition

According to section 4 of the Indian Partnership Act, 1932, the term ‘partnership’ refers to ‘the relation between two or more persons who have agreed to share the profits of a business carried on by all or any of them acting for all.’ The persons who have entered into partnership agreement with each other are referred to as Partners, and they are collectively referred to as the Partnership Firm.

2. Important Concepts

2.1 Admission of Partner

Section 31(1) of the Indian Partnership Act, 1932 provides that a person can be admitted as a new partner only with the consent of all the existing partners, unless otherwise agreed upon.

Following accounting adjustments are required at the time of such admission:

1. Computation of New Profit-Sharing Ratio
2. Revaluation of Assets and Liabilities
3. Distribution of Reserves, Accumulated Profits and Losses
4. Adjustment for Goodwill
5. Adjustments regarding Capital Contribution of new partner and the Capitals of the existing partners
6. Adjustment for Life Policy.

1. Computation of New Profit-Sharing Ratio

In the event of admission of a partner, the existing partners usually sacrifice a share of their future profit, which the new partner becomes entitled to.

The ratio in which each of the existing partners sacrifice their share of profit on the event of admission of a new partner is referred to as Sacrificing Ratio [which is basically, (Old Ratio – New Ratio)].

The new profit-sharing ratio may be agreed upon by the partners, or the mutual profit-sharing ratio among the existing partners may remain unchanged after giving away the share of the new partner.

2. Revaluation of Assets and Liabilities

In order to unveil any ‘secret profit’ or ‘secret loss’ existing in the books of account, the revaluation of Assets and Liabilities are done at the time of Admission (or any other form of Reconstruction), so that they reflect their fair values. A firm earns profit as a result of increase in the value of assets and/or decrease in the value of liabilities.

Similarly, loss suffered by an entity when there is decrease in assets and/or increase in liabilities. The effect of such revaluations are given by opening a Revaluation Account.

A firm may decide to give the effect of such revaluations without incorporating the changes in the Balance Sheet values of those assets and liabilities. In that case, they have to open one Memorandum Revaluation Account.

The preparation of Memorandum Revaluation Account involves the following:

1. Record increase/decrease in the value of assets and liabilities as discussed.
2. Share the profit or loss on Revaluation amongst the old partners in their old profit sharing Ratio.
3. Reverse the increase/decrease in the value of assets and liabilities.
4. After reversal, calculate profit or loss.
5. Share the profit/loss, after reversal amongst all the partners (including the new partner) in their new profit sharing ratio.

3. Distribution of Reserves, Accumulated Profits and Losses

Reserves and accumulated profits or losses refer to the profits/losses that had been earned in preceding accounting periods but not yet distributed to the existing partners. For reserves and accumulated profits, partners’ capital accounts are credited and for accumulated losses partners’ capital accounts are debited in the old profit sharing ratio.

4. Adjustment for Goodwill

Due to the existence of goodwill (generated by the old partners), a firm may have the capacity to earn super normal profit, the share of which will be enjoyed by the new partner from the moment of admission to the firm. For this reason, an incoming partner is supposed to bring in, some extra amount in addition to the capital contribution. This extra amount is called Premium for Goodwill.

When the incoming partners brings in his share of Premium for goodwill then it is to be shared among the existing partners in the Sacrificing Ratio.

5. Adjustments regarding capital contribution of new partner and the capitals of the existing partners

At the time of admission the incoming partner is required to bring capital into the firm, the amount of which is mutually agreed upon by the partners. The capital introduced by the new partner may be either in cash or in the form of any other assets. Necessary adjustments regarding revaluation profit/loss, distribution of reserves, adjustment for goodwill etc. are effected in the books of the firm and thus, the adjusted capital account balances are found out which are shown in the Balance Sheet after admission of the new partner.

The partners may decide to maintain the closing balances of their capital accounts in a pre-determined ratio.

6. Adjustment for Life Policy

Joint Life Insurance Policy is a common Life Insurance Policy which covers the lives of all the partners of the firm and the premium of which is borne by the firm. The Surrender Value of the Joint Life Policy as on the date of admission is to be considered for the accounting purpose. The Maturity Value is irrelevant in these cases.

3. Retirement of Partner

As per section 32 of the Indian Partnership Act, 1932 a partner may retire:

• With the consent of all the existing partners; or
• In accordance with an express agreement by the partners; or
• By giving a written notice to all other partners of his intention to retire in case of ‘Partnership at Will’.

Adjustments required to be done in the books of the firm:

1. Calculation of new profit sharing ratio and gaining ratio,
2. Distribution of reserves and accumulated profits and losses,
3. Revaluation of assets and liabilities,
4. Adjustment for goodwill,
5. Adjustment for Joint Life Policy (JLP),
6. Settlement of final balance of the retiring partner,
7. Adjustment of existing partners’ capital accounts.

1. Calculation of New Profit Sharing Ratio and Gaining Ratio

As a consequence of retirement, the share of profit of the retiring partner gets distributed to the continuing partners which results in again in the share of the continuing partners. The ratio in which the continuing partners will share future profits and losses is known as the New Profit Sharing Ratio.

The ratio in which the continuing partners acquire the share of profit forgone by the retiring partner is referred to as Gaining Ratio. It is calculated by taking the difference between the old profit sharing ratio and the new profit sharing ratio.

2. Distribution of Reserves and Accumulated Profits and Losses

The balance of reserves or profit and loss account are distributed among all the partners (including the retiring partner), in their Old Profit Sharing Ratio in the event of Retirement.

3. Revaluation of Assets and liabilities

The logic for revaluation of Assets and liabilities at the time of retirement of a partner is same as that at the time of admission of a new partner. In case of retirement, the revaluation profit or loss is distributed among all the partners in the Old Profit Sharing Ratio.

4. Adjustment for Goodwill

The goodwill of the existing partnership firm had been created and developed by all the existing partners (including the retiring partner). That is why the continuing partners are required to compensate the retiring partner in their Gaining Ratio and the necessary adjustments for Goodwill is required to be made. Gaining ratio is the ratio of the gain or increase in the profit share that is made by the continuing partners on the retirement of an outgoing partner. It is calculated by taking the difference between the old profit sharing ratio and new profit sharing ratio.

5. Adjustment for Joint Life Policy (JLP)

Joint Life Insurance Policy is a common Life insurance policy which covers the lives of all the partners of the firm and the premium of which is borne by the firm. The Surrender Value of the Joint Life Policy as on the date of reconstitution (i.e. Admission, Retirement, Change in Profit Sharing Ratio) is to be considered for the accounting purpose. The Maturity Value is irrelevant in these cases.

6. Settlement of Final Balance of the Retiring Partner

After considering all the points discussed above, the amount due to the retiring partner is ascertained and to be settled in a mode as decided by the firm according to the terms of the partnership deed; or in the absence of such deed it is to be mutually decided by the partners.

The amount due to the retiring partner can either be discharged immediately after his retirement by paying off the whole amount using the business funds (i.e. Cash or Bank), or, if the firm is having paucity of liquid funds, then the retiring partner is paid in a certain number of instalments. In such case, the firm opens a Loan Account in the name of the retiring partner.

Right of retiring partner under section 37 of the Indian Partnership Act,1932:

The retiring partner has the option of claiming higher of the following amounts:

(a) Share in Profits – The retiring partner’s profit share is determined since the date of retirement which is to be calculated in the ratio of the present adjusted capitals or

(b) Interest @ 6% per annum – Such interest is calculated on the amount due to the retiring partner from the firm for the period starting from the date of retirement up to the date of settlement.

4. Death of Partner

If a continuing partner dies, then it leads to reconstitution of partnership firm. In the event of death of a partner, the other partners may decide to continue the business which requires certain adjustments.

Adjustments to be made in the books of account of the existing partnership firm:

1. Calculation of new profit sharing ratio and gaining ratio,
2. Distribution of reserves and accumulated profits and losses,
3. Revaluation of assets and liabilities,
4. Adjustment for goodwill,
5. Adjustment for Joint Life Policy (JLP),
6. Adjustment for interim period’s profit/loss,
7. Settlement of final balance of the deceased partner to his Executor.

1. Calculation of new profit sharing ratio and Gaining Ratio

As a consequence of death, the share of profit of the deceased partner gets distributed to the continuing partners which results in again in the share of the continuing partners. The ratio in which the continuing partners will share future profits and losses is known as the New Profit Sharing Ratio. The ratio in which the continuing partners acquire the share of profit forgone by the deceased partner is referred to as Gaining Ratio. It is calculated by taking the difference between the old profit sharing ratio and the new profit sharing ratio.

2. Distribution of Reserves and Accumulated Profits and Losses

The balance of reserves or undistributed profit (as represented by balance of Profit & Loss Account) are distributed among all the partners (including the Executor of deceased partner) in their old profit sharing ratio in the event of death of a partner.

3. Revaluation of assets and liabilities

The logic for revaluation of assets and liabilities at the time of death of a partner is same as that at the time of admission of a new partner. In case of death, the revaluation profit or loss is distributed among all the partners (including the Executor of the deceased partner) in the Old Profit Sharing Ratio.

4. Adjustment for Goodwill

The goodwill of the existing partnership firm had been created and developed by all the existing partners (including the deceased partner). So, the continuing partners are required to compensate the deceased partner in their Gaining Ratio and the necessary adjustment for Goodwill is required to be made.

5. Adjustment for Joint Life Policy (JLP)

The mode of accounting for Joint Life Policy depends upon the accounting policy of the firm. Either JLP is treated as an asset or as an expense in the books of the firm. Unlike Admission and Retirement, the Surrender Value has no role to play, only the maturity value of the Joint Life Policy is to be taken into consideration in the case of death of a partner.

6. Adjustment for interim period’s profit/loss

Unlike Admission and Retirement, the date of which are generally pre-planned, the death of a partner can take place anytime during the Accounting Period. In such case, the amount of profit or loss, starting from the opening date of the accounting period ending up to the date of death, is to be determined (which is called as the interim period’s profit or loss) and the share of the deceased partner in such Profit/Loss is to be duly accounted for. For this purpose, generally a temporary account is opened in the books of the firm called P/L Suspense A/c.

Normally two approaches are there to estimate the profit or loss for the interim period:

(i) On Time Basis – Here the average profit of last periods is considered, which is apportioned between the pre-death period and the post-death period.

(ii) On Sales Basis – Under this approach, the rate of profit on sales earned in the last year is computed and is applied to the interim period’s sales.

7. Settlement of final balance of the deceased partner to his Executor

The amount payable to the representative of the deceased partner (commonly known as Executor) can be made either immediately or as deferred settlement. The accounting procedure involved is similar to that followed in case of retirement of a partner. The mode of payment depends on the agreement between the partners. It may be:

(i) Lump Sum Payment – If the firm has sufficient funds, the total amount payable on account of the deceased partner is transferred to his Representative’s Account (or Executor). Such Representative’s Account is debited and Bank Account is credited on payment of the dues.

(ii) Instalment Payment/Loan Payment – The firm may not have enough funds to make prompt payment. In such a case, the total amount payable is transferred to a loan account in the name of the legal representative or executor. The loan is paid off gradually by instalments after considering interest on unpaid balance.

5. Treatment of Joint Life Policy

The life insurance policy that is taken by a partnership firm covering the lives of all its partners is referred to as Joint Life Policy. It is a single policy that covers the lives of all the partners of the firm. Such a policy matures in the event of the death of anyone of the partners of the firm or on the date of maturity, whichever is earlier.

There are two broad methods of JLP accounting:

• Method A – JLP is not treated as an asset in the books of the firm
• Method B – JLP is treated as an asset in the books of the firm

Method A – JLP is not treated as an asset in the books of the firm

Under this method, the insurance premium paid on the joint life policy is treated as an ‘expense’ of the firm and not as an asset. The insurance premium is debited to the Profit & Loss A/c and JLP A/c does not appear in the Balance Sheet. The surrender value of the JLP does not get reflected in the books.

On change in constitution of firm (i.e. Admission, Retirement, Change in profit sharing ratio etc.):

The surrender value of the JLP is accounted for in anyone of the following two ways:

• By raising and writing-off JLP Account; or
• By adjusting the capital accounts of the partners

On the event of death of a partner

The JLP taken by the firm matures, and the policy value is received by the firm and it gets distributed among all the existing partners in their old profit sharing ratio.

Method B – JLP is treated as an asset in the books of the firm

Under this method, the insurance premium paid on the joint life policy is treated as ‘investment in an asset’ of the firm. It is reflected in the Balance Sheet at its surrender value.

The surrender value of the JLP on any date happens to be lower than the amount of the total amount of insurance premium paid on the JLP over the years. So, to maintain the JLP A/c at its surrender value, the difference between the amount of premium paid and the surrender value as on the date of preparation of the Balance Sheet is written off.

For the purpose of ensuring that the JLP A/c is reflected at its surrender value, there are two recognised methods of accounting.

Approach 1 – Surrender Value Method

In this case one ledger account – Joint Life Policy Account (JLP A/c) is maintained. The insurance premium paid on the joint life policy is recorded in the JLP A/c. Thereafter for ensuring that this JLP A/c is maintained at its ‘surrender value’, the excess of premium paid over the increase in surrender value is debited to the Profit & Loss A/c.

Approach 2 – Joint Life Policy Reserve Method

Under this method, two ledger accounts are maintained – Joint Life Policy Account (JLP A/c) and Joint Life Policy Reserve Account (JLP Reserve A/c).

In this case, the insurance premium paid on the joint life policy is treated as an investment in joint life policy. Moreover, the insurance premium paid on the joint life policy is considered as an ‘appropriation of profit’ and so it is provided through JLP Reserve A/c. In this case, an amount equal to the insurance premium is debited to the Profit & Loss Appropriation A/c.

Both the JLP A/c and JLP Reserve A/c appear in the Balance Sheet of the firm in the Asset-side and Liabilities side respectively.

Further, for ensuring that JLP A/c and JLP Reserve A/c are maintained at its ‘surrender value’, the excess of premium paid over the increase in surrender value is adjusted between JLP A/c and JLP Reserve A/c.

On change in constitution of firm (i.e. Admission, Retirement, Change in profit sharing ratio)

Under the ‘Surrender Value Method’ – JLP is considered as an asset and it already appears in the books of the firm at the surrender value. As such no further accounting treatment is required.

Under the ‘JLP Reserve Method’ – Both the JLP A/c and JLP Reserve A/c appear in the books of the firm at surrender value.

On the event of death of a partner

The JLP matures, and the maturity value of the policy is received by the firm. Thereafter it gets distributed among all the existing partners in their old profit sharing ratio.

6. Dissolution of Partnership Firms including Piecemeal Distribution

If the partnership firm is discontinued for any reason, that is called Dissolution of the firm.

Dissolution of Firm – When does it take place [in accordance with the Indian Partnership Act of 1932]

1. By Mutual consent of all the partners or in accordance with a contract made by them [Section 40]

2. By Notice – given in writing, by any partner to all other partners if the Partnership is at will [Section 43].

3. On the happening of any one of the following events – [Section 42]:

(i) Expiry of the term, where the Partnership was constituted for a fixed term;

(ii) Completion of the adventure for which the firm was constituted;

(iii) Death of a partner;

(iv) Adjudication of a Partner as insolvent.

4. Compulsory Dissolution [Section 41]

(i) Where all the partners or all but one are adjudged insolvent.

(ii) If any event occurs making it unlawful for the business of the firm to be carried on.

5. Dissolution by Court – According to section 44 of the Indian Partnership Act the court, at the suit of a partner, may dissolve a firm on any one of the grounds namely:

(i) insanity of a partner;

(ii) permanent incapability of a partner to do his duties;

(iii) if a partner is guilty of misconduct that might affect prejudicially the carrying on of the business;

(iv) If a partner wilfully or persistently commits breach of agreement;

(v) If a partner transfers all his shares to a third party;

(vi) If the court considers that the business cannot be carried on except at loss;

(vii) On any other ground on which the court considers the dissolution as just and equitable.

7. Settlement of Accounts on Dissolution

According to section 48 of the Indian Partnership Act the following rules should be observed for settlement of Accounts after dissolution, subject to agreement by partners:

(a) Regarding Losses – “Losses, including deficiencies of capital, shall be paid first out of profits, next out of capital, and lastly if necessary, by the partners individually in the proportions in which they are entitled to share profits”. [Section 48(1)]

(b) Regarding Assets – “The assets of the firm, including any sums contributed by the partners to make up deficiencies of capital, shall be applied in the following manner and order:

(i) in paying the debts of the firm to third parties;

(ii) In paying each partner ratably what is due to him from the firm for advances as distinguished from capital;

(iii) In paying to each partner ratably what is due to him as capital; and

(iv) The residue, if any, shall be divided among the partners in the proportions in which they are entitled to share profits.” [Section 48(2)]

Special considerations for a retiring partner and the estate of a deceased partner in relation to debts contracted by the partnership firm:

(a) Debts due on the date of retirement/death – The retiring partner and the estate of the deceased partner is liable for the whole of the debts due by the firm at the date of retirement or death, to the extent of their share.

(b) Debts incurred after retirement – Where the notice of retirement is not published in accordance with law, the retiring partner is liable for debts contracted after retirement.

(c) Deceased/insolvent partner – The estate of a deceased or bankrupt partner will not be liable for debts contracted by the firm after the death or bankruptcy.

Applicability of Section 37 of the Partnership Act – In case of retirement, the retiring partner or in case of death, the executor of the deceased partner, if the dues are not settled, then such retired partner or the executor is entitled to the following:

Maximum of – Interest @ 6% p.a. on the amount due to them (i.e. if the amount is unsettled, like, rate of interest on loan to be allowed to the retired partner or the executor is not mentioned)

Or

The share of profit earned for the amount due to the partner.

Conditions

(a) The surviving partners/continuing partners continue to carry on the business of the firm.

(b) The business is carried on without any final settlement of accounts between the continuing partners and the outgoing partners or his estate.

(c) There is no contract to the contrary of the options contained in section 37 i.e. share in the profits or interest @ 6% p.a. on the unsettled capital.

Insolvency of a partner – If a partner becomes insolvent and fails to pay his debit balance of Capital A/c either wholly or in part, the unrecoverable portion is a loss to be borne by the solvent partners. The question now arises is that, in what ratio they will share this loss. Prior to the decision in the leading case of Garner v. Murray this loss was borne by the solvent partners in the profit sharing ratio just like ordinary losses.

Decision in Garner v. Murray Case

(i) That the solvent partners should bring in cash equal to their respective shares of the loss on realization;

(ii) That the solvent partners should bear the loss arising due to the insolvency of a partner in the ratio of their Last Agreed Capitals.

In case of fixed capital system, capitals as per last Balance Sheet represent last agreed capitals. In case of fluctuating capital system, however, all necessary adjustments in respect of reserved, unappropriated profits or losses (but not realization profit or loss), Drawings A/c., undisclosed liabilities and assets etc. must be made to get last agreed capitals. A partner who has nil or negative balance in his capital account before dissolution does not contribute anything to the loss arising as a result of insolvency of a partner.

Criticism of the decision of Garner v. Murray

The following criticism may be advocated against the decisions laid down in Garner v. Murray principle:

(i) If any solvent partner has a debit balance in capital account, he must not bear the deficiency of the insolvent partner;

(ii) This principle does not apply if there are only two partners;

(iii) In spite of having a credit balance in capital account the solvent partner must bring cash equal to the amount of loss on realisation which is immaterial and useless; and

(iv) If any solvent partner who possess more private asset but contributes less capital, he will naturally, as per Garner v. Murray decision, bear less amount of deficiency of the insolvent partner than the other solvent partner who possess less private assets but contributes more capital to the firm. This is not justified.

Note – When there is a specific provision in the Partnership Deed as to how the deficiency of an insolvent partner is to be borne by the solvent partners, such provision must be followed, because the provision of the Act will apply only when there is no specific agreement.

If all the partners are insolvent

Since all partners are insolvent, creditors cannot expect to be paid in full. In such a case Sundry Creditors should not be transferred to Realization Account. Cash in hand together with the amount realized on sale of assets and surplus from private estate of partners, if any, less expenses will be applied in making payment to the creditors. The balance of Creditors Account represents the deficiency to be borne by them which to be transferred to a Deficiency Account. The balance of Capital Accounts should also to be transferred to the Deficiency Account to close the books. Alternatively, the deficiency to be borne by the Creditors may be directly adjusted in between Creditors Account and Capital Accounts.