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Partners' Capital Accounts on Conversion

Chapter Twenty-Three

Syllabus topic 3, "Preparation of Journal / Ledger Accounts of old firms"

Pages 69 to 71 of 168

In one line

Each partner is credited with what he already had, his share of the reserves and of the realisation profit, and is closed by the shares, debentures and cash he receives.

The four credits

CreditRatioSource
Opening capitalIndividualThe balance sheet
Current account credit balance, if the firm kept oneIndividualThe balance sheet
Reserves and accumulated profitsOld ratioTransferred directly, never through realisation
Profit on realisationOld ratioThe realisation account

And where a partner has assumed a liability of the firm personally, that too is credited to him, because the firm now owes him for it.

The debits

DebitRatio
Loss on realisation, where there is oneOld ratio
Drawings or a current account debit balanceIndividual
Any asset he takes overAt the agreed figure
The discharge: shares, debentures and cash he receivesCloses the account

Worked: LM & Co

L and M shared profits 3:2. Capitals were L Rs 2,00,000 and M Rs 1,60,000, the general reserve was Rs 40,000, and the profit on realisation was Rs 60,000. LM Ltd's consideration of Rs 4,50,000 was discharged in 35,000 shares of Rs 10 and 1,000 debentures of Rs 100, and the firm had Rs 10,000 of cash left. L took all the debentures and M the cash.

Building up the accounts

ParticularsL, RsM, Rs
By balance brought down2,00,0001,60,000
By General reserve, 3:224,00016,000
By Realisation, profit 3:236,00024,000
Total credited2,60,0002,00,000

Closing them

ParticularsL, RsM, Rs
To 12% Debentures in LM Ltd1,00,000nil
To Cashnil10,000
To Equity shares in LM Ltd1,60,0001,90,000
Total debited2,60,0002,00,000

Both accounts close to nil, and the firm's books are complete.

The two proofs

Proof one: the totals against the consideration.

Rs
L's closing balance2,60,000
M's closing balance2,00,000
Total owed to the partners4,60,000
Rs
Purchase consideration4,50,000
Add: cash retained and distributed10,000
Total available4,60,000

Proof two: the reserves and the profit are fully allocated.

L, RsM, RsTotal, Rs
General reserve24,00016,00040,000
Profit on realisation36,00024,00060,000
Total60,00040,0001,00,000

Rs 40,000 and Rs 60,000 are the whole of the reserve and the whole of the profit. A partner's share left out shows up here immediately.

The ratio question, answered once

Reserves and realisation profit go in the OLD ratio. Always.

Why. Both were earned by the old firm during the period the old partners owned it in their old proportions. Nothing about the conversion changes who earned them.

There is no new ratio in this module, unlike in an amalgamation where the partners of two firms agree how they will share in the combined one. Here the partners become shareholders, and their proportions in the company are fixed by the shares they receive, not by any profit-sharing agreement.

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Partners' Capital Accounts on Conversion

Where a partner's balance is negative

It happens where the realisation makes a large loss.

He must bring in cash to make good the deficiency, which is debited to cash and credited to his capital.

Where he cannot, the deficiency falls on the solvent partners. A question that intends that will say so, and the rule it applies is a matter for the law of partnership rather than for this module.

What it does NOT mean

The closing balance is not the opening capital. Reserves and realisation profit have been added.

It is not necessarily the consideration. It is the consideration plus what was retained and distributed.

The account does not close to cash unless the question says so. It closes to shares, debentures and whatever cash there is.

Quick revision

  • Four credits: opening capital, current account credit, reserves in the old ratio, realisation profit in the old ratio.
  • Debits: realisation loss, drawings, any asset taken over, and the discharge.
  • Both reserves and the profit are in the OLD ratio, always, because the old firm earned them.
  • Total owed = consideration + what was retained and distributed - what a partner took over.
  • Second proof: each partner's shares of the reserve and the profit add back to the whole of each.
  • A negative balance is made good in cash.

Test yourself

1. What four things are credited? The opening capital, any credit balance on the current account, the share of reserves and accumulated profits in the old ratio, and the share of the profit on realisation in the old ratio.

2. Why is there no new profit-sharing ratio here? Because the partners do not become partners of another firm; they become shareholders, and their proportions in the company are fixed by the shares they receive rather than by a profit-sharing agreement.

3. L's account closes at Rs 2,60,000 and M's at Rs 2,00,000 against a consideration of Rs 4,50,000. Is that an error? No. The Rs 10,000 excess is the cash retained by the firm after discharging the bills payable and distributed to the partners.

4. State the second proof. That the partners' individual shares of the general reserve add back to the whole reserve and their shares of the realisation profit to the whole profit, which catches an omitted share at once.

5. What happens where a partner's account shows a debit balance? He brings in cash to make good the deficiency, which is debited to cash and credited to his capital account.

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Partners' Capital Accounts on Conversion

Answer in one sentence

How are the partners' capital accounts prepared on conversion? Each partner is credited with his opening capital, with any credit balance on his current account, and with his share of the reserves and of the profit on realisation, both divided in the old profit-sharing ratio because the old firm earned them; he is debited with any share of a realisation loss, with his drawings and with any asset he takes over at the agreed figure; and the account is closed by debiting him with the shares, debentures and cash he receives in the distribution, so that it comes to nil, the total owed to all the partners being the purchase consideration plus the value of anything retained and distributed and less anything a partner took over, with a second proof available in that each partner's shares of the reserve and of the realisation profit must add back to the whole of each.

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The rest of this subject

These notes are cut from the University's printed syllabus. Open the syllabus itself, or the past papers, for the same subject.

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