Chapter 13 Partnerships and Limited Liability Corporations Accounting

Chapter 13 Partnerships and Limited Liability Corporations Accounting, 21 st Edition Warren Reeve Fess Power. Point Presentation by Douglas Cloud Professor Emeritus of Accounting Pepperdine University © Copyright 2004 South-Western, a division of Thomson Learning. All rights reserved. Task Force Image Gallery clip art included in this electroni presentation is used with the permission of NVTech Inc.

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Objectives 1. Describe the basic characteristics of After studying this proprietorships, corporations, chapter, should partnerships, and you limited liability corporation. be able to: 2. Describe and illustrate the equity reporting for proprietorships, corporations, partnerships, and limited liability corporations. 3. Describe and illustrate the accounting forming a partnership.

Objectives 4. Describe and illustrate the accounting for dividing the net income and net loss of a partnership. 5. Describe and illustrate the accounting for the dissolution of a partnership. 6. Describe and illustrate the accounting for liquidation of a partnership. 7. Describe the lifecycle of a business, including the role of venture capitalists, initial public offerings, and underwriters.

Alternative Forms of Business Entities Advantages A proprietorship is owned by one individual. Joe’s Review of Chapter 1 • Ease in organizing • Low cost of organizing Disadvantages • Difficulty in raising large amounts of capital • Unlimited liability

Alternative Forms of Business Entities A corporation is organized under state or federal statutes as a separate legal entity. J & M, Inc. Advantages • The ability to obtain large amounts of resources by issuing stocks • Limited liability for the owners Disadvantages • Double taxation • More complexity and regulations

Alternative Forms of Business Entities J & M, Inc. A business may organize as an S Corporation. The IRS allows income to pass through the S Corporation to the individual stockholder without the corporation having to pay tax on the income.

Alternative Forms of Business Entities A partnership is an association of two or more individuals. Joe and Marty’s Advantages • More financial resources than a proprietorship • Additional management skills

Alternative Forms of Business Entities A partnership is an association of two or more individuals. Joe and Marty’s • • Disadvantages Limited life Unlimited liability Co-ownership of partnership property Mutual agency

Alternative Forms of Business Entities An important right of partners is to participate in the income of the partnership.

Alternative Forms of Business Entities Each partner must report their share of partnership income on their personal tax returns.

Alternative Forms of Business Entities A partnership is created by a contract, known as the partnership agreement or articles of partnership.

Alternative Forms of Business Entities A variant of the regular partnership is a limited. This form of partnership. allows partners that are not involved in the operations of the partnership to retain limited liability.

Limited Liability Corporations n n Combines the advantages of the corporate and partnership forms. Owners are termed “members” rather than “partners. ” Members must create an operating agreement. LLC may elect to be treated as a partnership for tax purposes. Continued

Limited Liability Corporations n n Unless specified in the operating agreement, LLCs have a limited life. Members may elect operating the LLC as a “member managed” entity. LLC provides limited liability for the members. LLCs must file “articles of organization” with state governmental authorities.

Comparison of Alternate Entity Characteristics Ease of Formation Proprietorship Corporation Partnership Simple Complex Simple LLC Moderate

Comparison of Alternate Entity Characteristics Legal Liability Proprietorship Corporation Partnership No limitation Limited liability No limitation LLC Limited liability

Comparison of Alternate Entity Characteristics Taxation Proprietorship Corporation Partnership Nontaxable entity Taxable entity Nontaxable entity LLC Nontaxable entity by election

Comparison of Alternate Entity Characteristics Limitation on Life of Entity Proprietorship Corporation Partnership Yes No Yes LLC Yes

Comparison of Alternate Entity Characteristics Ease of Raising Capital Proprietorship Corporation Partnership Difficult Easier Moderate LLC Moderate

Equity Reporting for Alternative Entity Forms Proprietorships n Proprietorships use a capital account to record investments by the owner of the business. n Withdrawals by the owner are recorded in the owner’s drawing account.

Equity Reporting for Alternative Entity Forms Proprietorships Greene Landscapes Statement of Owner’s Equity For the year ended December 31, 2006 Duncan Greene, capital, Dec. 31, 2005 $345, 000 Net income $79, 000 Less withdrawals 35, 000 Increase in owner’s equity 44, 000 Duncan Greene, capital, Dec. 31, 2006 $389, 000

Equity Reporting for Alternative Entity Forms Corporations n Investments by stockholders in the business use capital stock accounts, such as Common Stock and Preferred Stock. n Dividends to owners (stockholders) are recorded by a debit to Retained Earnings.

Equity Reporting for Alternative Entity Forms Corporations

Equity Reporting for Alternative Entity Forms Partnerships and Limited Liability Corporations n Investments and withdrawals for partnerships is similar to proprietorships, except there is a capital and drawing account for each partner. n Limited liability corporations are similar to a partnership except that each owner is referred to as “member. ”

Equity Reporting for Alternative Entity Forms Partnerships

Forming a Partnership Joseph Stevens and Earl Foster agree to combine their hardware businesses in a partnership. They agree that the partnership is to assume the liabilities of the separate businesses. Stevens’ Transfer of Assets, Liability, and Equity Apr. 1 Cash Accounts Receivable Merchandise Inventory Store Equipment Office Equipment Allowance for Doubtful Accounts Payable Joseph Stevens, Capital 7 200 16 300 28 700 5 400 1 500 00 2 600 00 55 000 00

Forming a Partnership A similar entry would be made for the assets, liabilities, and equity of Earl Foster.

Forming a Partnership Assume that instead of forming a partnership, the two men formed a limited liability corporation. Stevens’ Transfer of Assets, Liability, and Equity Apr. 1 Cash Accounts Receivable Inventory Store Equipment Office Equipment Allowance for Doubtful Accounts Payable Joseph Stevens, Member Equity 7 200 16 300 28 700 5 400 1 500 00 00 Merchandise 00 00 00 1 500 00 2 600 00 55 000 00

Dividing Income Services of Partners The partnership agreement of Jennifer Stone and Crystal Mills provides for Stone to have an annual salary allowance of $30, 000 and Mills is to receive $24, 000. Any net income is to be divided equally. The firm had a net income of $75, 000. Salary allowance Remaining income Division of net income J. Stone $30, 000 10, 500 $40, 500 C. Mills Total $24, 000 $54, 000 10, 500 21, 000 $34, 500 $75, 000

Dividing Income Services of Partners Dec. 31 Income Summary 75 000 00 Jennifer Stone, Capital 40 500 00 Crystal Mills, Capital 34 500 00

Dividing Income LLC Alternative Dec. 31 Income Summary 75 000 00 Jennifer Stone, Member Equity 40 500 00 Crystal Mills, Member Equity 34 500 00

Dividing Income Services of Partners and Investments The partnership agreement of Jennifer Stone and Crystal Mills provides for Stone to have an annual salary allowance of $30, 000 and Mills is to receive $24, 000. Interest of 12% is provided on each partner’s capital balance on January 1. Any net income is to be divided equally. The firm had a net income of $75, 000.

Dividing Income Services of Partners and Investments Salary allowance Interest allowance Remaining income Division of net income J. Stone $30, 000 9, 600 2, 100 $41, 700 $80, 000 x 12% C. Mills Total $24, 000 $54, 000 7, 200 16, 800 2, 100 4, 200 $33, 300 x $75, 000 $60, 000 12%

Dividing Income Services of Partners Dec. 31 Income Summary 75 000 00 Jennifer Stone, Capital 41 700 00 Crystal Mills, Capital 33 300 00

Dividing Income LLC Alternative Dec. 31 Income Summary 75 000 00 Jennifer Stone, Member Equity 41 700 00 Crystal Mills, Member Equity 33 300 00

Dividing Income Allowances Exceed Net Income Assume the same facts as before except that the net income is only $50, 000. Salary allowance Interest allowance Total Deduct excess equally Division of net income J. Stone $30, 000 9, 600 $39, 600 10, 400 $29, 200 C. Mills Total $24, 000 $54, 000 7, 200 16, 800 $31, 200 $70, 800 10, 400 20, 800 $50, 000

Partnership Dissolution Admitting a Partner A person may be admitted to a partnership only with the consent of all partners by: 1. Purchasing an interest from one or more of the current partners. 2. Contributing assets to the partnership.

Partnership Dissolution 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.

Partnership Dissolution Purchasing an Interest in a Partnership June 1 Tom Andrews, Capital Nathan Bell, Capital Joe Canter, Capital 10 000 00 20 00 For a LLC, members’ equity accounts would have been used rather than capital accounts.

Partnership Dissolution Contributing Assets to a Partnership Partners Donald Lewis and Gerald Morton have capital balances of $35, 000 and $25, 000, respectively. On June 1, Sharon Nelson joins the partnership by permission and makes an investment of $20, 000 cash.

Partnership Dissolution Contributing Assets to a Partnership June 1 Cash Sharon Nelson, Capital 20 000 00 For a LLC, Sharon Nelson, Member Equity would have been credited.

Partnership Dissolution Revaluation of Assets Partners Donald Lewis and Gerald Morton have capital balances of $35, 000 and $25, 000, respectively. The balance in Merchandise Inventory is $14, 000 and the current replacement value is $17, 000. The partners share net income equally.

Partnership Dissolution Revaluation of Assets June 1 Merchandise Inventory 3 000 00 Donald Lewis, Capital 1 500 00 Gerald Morton, Capital 1 500 00 Because the LLC alternative follows a pattern of replacing “Capital” with “Member Equity, ” the LLC entry will not be shown again.

Partnership Dissolution 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 a fair market values and the resulting capital balances for Jenkins and Kramer are $30, 000 and $24, 000, respectively.

Partnership Dissolution Partner Bonuses 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.

Partnership Dissolution Partner Bonuses from New Partner Equity of Jenkins Equity of Kramer Diaz’s Contribution Total equity after admitting Diaz’s interest (1/3 x $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

Partnership Dissolution Partner Bonuses Mar. 1 Cash Alex Diaz, Capital 31 000 00 25 000 00 Marsha Jenkins, Capital 3 000 00 Helen Kramer, Capital 3 000 00 $6000 ÷ 2

Partnership Dissolution Partner Bonuses After adjusting the market values, the capital balance of Janice Cowen is $580, 000 and the capital balance of Steve Dodd is $40, 000. Ellen Chua receives a one-fourth interest in the partnership for a contribution of $30, 000. Before admitting Chua, Cowen and Dodd shared net income using a 2 to 1 ratio.

Partnership Dissolution Partner Bonuses to New Partner Equity of Cowen Equity of Dodd Chua’s Contribution Total equity after admitting Chua’s interest (1/4 x $150, 000) Chua’s contribution Chua’s equity after admission Bonus paid to Chua $ 80, 000 40, 000 30, 000 $150, 000 $ 37, 500 $30, 000 37, 500 $ 7, 500

Partnership Dissolution Partner Bonuses Mar. 1 Cash Janice Cowen, Capital Steve Dodd, Capital Ellen Chua, Capital 2/3 x $7, 50 1/3 x 0 $7, 50 0 30 00 5 000 00 2 500 00 37 500 00

Liquidating Partnerships When a partnership goes out of business, the winding-up process is called the liquidation of a partnership.

Liquidating Partnerships The sale of the assets is called realization.

Liquidating Partnerships Farley, Greene, 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 Greene, Capital Alice Hall, Capital Total $11, 000 64, 000 $75, 000 $ 9, 000 22, 000 $75, 000

Liquidating Partnerships Gain on Realization Between April 10 and April 30, 2006, Farley, Greene, and Hall sell all noncash assets for $72, 000.

Liquidating Partnerships Noncash Cash Assets Liabilities $11, 000 $64, 000 $9, 000 Balance before realization Sale of assets and division of gain +72, 000 -64, 000 Left side of statement —

Liquidating Partnerships Balance before realization Sale of assets and division of gain Farley Capital $22, 000 Greene Hall Capital $22, 000 +4, 000 +2, 400 +1, 600 $8, 000 gain x. 50 gain x. 30 gain x. 20 Right side of statement

Liquidating Partnerships Noncash Cash Assets Liabilities $11, 000 $64, 000 $9, 000 Balance before realization Sale of assets and division of gain +72, 000 – 64, 000 Balance after realization $83, 000 $0 Left side of statement — $9, 000

Liquidating Partnerships Farley Capital $22, 000 Greene Hall Capital $22, 000 Balance before realization Sale of assets and division of gain +4, 000 +2, 400 +1, 600 Balance after realization $26, 000 $24, 400 $23, 600 Right side of statement

Liquidating Partnerships Gain on Realization The partnership’s liabilities are paid, $9, 000.

Liquidating Partnerships Noncash Cash Assets Liabilities $11, 000 $64, 000 $9, 000 Balance before realization Sale of assets and division of gain +72, 000 – 64, 000 Balance after realization $83, 000 $ 0 Payment of liabilities – 9, 000 — Left side of statement — $9, 000 – 9, 000

Liquidating Partnerships Noncash Cash Assets Liabilities $11, 000 $64, 000 $9, 000 Balance before realization Sale of assets and division of gain +72, 000 – 64, 000 Balance after realization $83, 000 $ 0 Payment of liabilities – 9, 000 — Balance after payment $74, 000 $ 0 Left side of statement — $9, 000 – 9, 000 $ 0

Liquidating Partnerships Gain on Realization The remaining cash, $74, 000, is paid to each partner in accordance with the partner’s capital balance.

Liquidating Partnerships Balance before realization Sale of assets and division of gain Balance after realization Payment of liabilities Balance after payment Partners’ cash distributed Final balances Noncash Cash Assets Liabilities $11, 000 $64, 000 $9, 000 +72, 000 $83, 000 – 9, 000 $74, 000 – 74, 000 $ 0 – 64, 000 $ 0 — $ 0 Left side of statement — $9, 000 – 9, 000 $ 0 — $ 0

Liquidating Partnerships Farley Capital $22, 000 Greene Hall Capital $22, 000 Balance before realization Sale of assets and division of gain +4, 000 +2, 400 +1, 600 Balance after realization $26, 000 $24, 400 $23, 600 Payment of liabilities — — — Balance after payment $26, 000 $24, 400 $23, 600 Partners’ cash distributed – 26, 000 – 24, 400 – 23, 600 Final balances $ 0 $ 0 Right side of statement

Liquidating Partnerships Sale of Assets Apr. 30 Cash Noncash Assets Gain on Realization 72 000 00 64 000 00 8 000 00

Liquidating Partnerships Division of Gain Apr. 30 Gain on Realization 8 000 00 Jean Farley, Capital 4 000 00 Brad Greene, Capital 2 400 00 Alice Hall, Capital 1 600 00

Liquidating Partnerships Payment of Liabilities Apr. 30 Liabilities Cash 9 000 00

Liquidating Partnerships Distribution of Cash to Partners Apr. 30 Jean Farley, Capital 26 000 00 Brad Greene, Capital 24 400 00 Alice Hall, Capital 23 600 00 Cash 74 000 00

Liquidating Partnerships Loss on Realization Between April 10 and April 30, 2006, Farley, Greene, and Hall sell all noncash assets for $44, 000.

Liquidating Partnerships Noncash Cash Assets Liabilities $11, 000 $64, 000 $9, 000 Balance before realization Sale of assets and division of loss +44, 000 – 64, 000 Left side of statement —

Liquidating Partnerships Farley Capital $22, 000 Balance before realization Sale of assets and division of loss – 10, 000 Greene Hall Capital $22, 000 – 6, 000 – 4, 000 $20, 000 loss x. 50 loss x. 30 loss x. 20 Right side of statement

Liquidating Partnerships Noncash Cash Assets Liabilities $11, 000 $64, 000 $9, 000 Balance before realization Sale of assets and division of loss +44, 000 – 64, 000 Balance after realization $55, 000 $0 Left side of statement — $9, 000

Liquidating Partnerships Farley Capital $22, 000 Greene Hall Capital $22, 000 Balance before realization Sale of assets and division of loss – 10, 000 – 6, 000 – 4, 000 Balance after realization $12, 000 $16, 000 $18, 000 Right side of statement

Liquidating Partnerships Loss on Realization The liabilities of the partnership are paid, $9, 000.

Liquidating Partnerships Noncash Cash Assets Liabilities $11, 000 $64, 000 $9, 000 Balance before realization Sale of assets and division of loss +44, 000 – 64, 000 Balance after realization $55, 000 $ 0 Payment of liabilities – 9, 000 — Left side of statement — $9, 000 – 9, 000

Liquidating Partnerships Noncash Cash Assets Liabilities $11, 000 $64, 000 $9, 000 Balance before realization Sale of assets and division of loss +44, 000 – 64, 000 Balance after realization $55, 000 $ 0 Payment of liabilities – 9, 000 — Balance after payment $46, 000 $ 0 Left side of statement — $9, 000 – 9, 000 $ 0

Liquidating Partnerships Loss on Realization The remaining cash, $46, 000, is paid to each partner in accordance with the partner’s capital balance.

Liquidating Partnerships Balance before realization Sale of assets and division of loss Balance after realization Payment of liabilities Balance after payment Partners’ cash distributed Final balances Noncash Cash Assets Liabilities $11, 000 $64, 000 $9, 000 +44, 000 $55, 000 – 9, 000 $46, 000 – 46, 000 $ 0 – 64, 000 $ 0 — $ 0 Left side of statement — $9, 000 – 9, 000 $ 0 — $ 0

Liquidating Partnerships Balance before realization Sale of assets and division of loss Balance after realization Payment of liabilities Balance after payment Partners’ cash distributed Final balances Farley Capital $22, 000 Greene Hall Capital $22, 000 – 10, 000 $12, 000 — $12, 000 – 12, 000 $ 0 – 6, 000 $16, 000 — $16, 000 – 16, 000 $ 0 Right side of statement – 4, 000 $18, 000 — $18, 000 – 18, 000 $ 0

Liquidating Partnerships Sale of Assets Apr. 30 Cash Loss on Realization Noncash Assets 44 000 00 20 00 64 000 00

Liquidating Partnerships Division of Loss Apr. 30 Jean Farley, Capital 10 00 Brad Greene, Capital 6 000 00 Alice Hall, Capital 4 000 00 Loss on Realization 20 00

Liquidating Partnerships Payment of Liabilities Apr. 30 Liabilities Cash 9 000 00

Liquidating Partnerships Distribution to Partners Apr. 30 Jean Farley, Capital 12 000 00 Brad Greene, Capital 16 000 00 Alice Hall, Capital 18 000 00 Cash 46 000 00

Lifecycle of a Business Stage Principal Advantage Form easily: Jacobi forms a Della’s Delights, business by obtaining a local Proprietorship business license and Jeff Jacobi, Proprietor opening a bank account. Della’s Delights, Partnership Jacobi and Lange, Partners Expand capital and expertise: Jacobi admits a new partner that contributes capital and expertise. Continued

Lifecycle of a Business Stage Principal Advantage Della’s Delights, LLC Limit legal liability: The partnership is changed to an LLC to limit legal liability of owners. Della’s Delights, Inc. Simplify raising capital: The LLC is changed to a corporation to raise capital from the public. Continued

Lifecycle of a Business Stage Principal Advantage Della’s Delights, Inc. a Provide exit: The company division of International is sold for cash. Foods, Inc.

A venture capitalist is an individual or firm that provides equity financing for a new company.

Chapter 13 The End