Meaning Conversion of Partnership into Company For various reasons, an existing partnership may sell its entire business to an existing Joint Stock Company. It can also convert itself into a Joint Stock Company. The former case is the absorption of a partnership firm by a Joint Stock Company but the latter case is the flotation of a new Company to take over the business of the partnership. In either of the above cases, the existing partnership firm is dissolved and all the books of account are closed. Broadly, the procedure of liquidation of the partnership business is same as what has already been explained in Amalgamation of Partnership Some important points: 1. The Purchase Consideration is satisfied by the Company either in the form of cash or shares or debentures or a combination of two or more of these. The shares may be equity or preference shares. The shares may be issued at par, at a premium or at a discount. For the partnership, the issue price is relevant which may form a part of the purchase consideration. 2. In the absence of any agreement, share received from purchasing company should be distributed among the partners in the same ratio as profits and losses are shared. Accounting Entries In The Books Of Selling Firms Sl No Particulars Amount Amount 1 2 For transferring assets to realization account Realization a/c To Sundry assets a/c (Assets transferred to realization a/c to their book values) For transferring different liabilities to Liabilities a/c (Liabilities transferred to realization a/c to their book values) 3 For purchase consideration due Purchasing Co a/c (Purchase consideration due from the new firm) 4 For assets taken over by the proprietor www.vipinmks.com Page 1
5 Capital a/c (Assets taken over by the proprietor) For realization of assets not taken over by the company Bank a//c (realization of assets not taken over by the new firm) 6 For recording unrecorded assets Assets a/c To Capital a/c (Unrecorded assets recorded) 7 For realization of unrecorded assets Bank a//c To Assets a/c For payment of liabilities not taken 8 over Realization a/c To Bank a/c (Payment of liabilities not taken over by the new firm) 9 For recording unrecorded liabilities Capital A/c To Liabilities A/c (Being the unrecorded liabilities recorded) 10 For payment of unrecorded liabilities Liabilities A/c To Bank A/c (Payment of unrecorded liabilities) 11 For liabilities taken over by the proprietor To Capital A/c (Being liabilities assumed by the proprietor) 12 For realization expenses To Bank A/c (Realization expenses paid) 13 For profit on realization www.vipinmks.com Page 2
To Capital A/c (Profit on realization transferred to Capital Account) 14 For loss on realization Capital A/c To (Loss on realization transferred to Capital Account) 15 For accumulated profits / reserves Reserves A/c Profit and Loss A/c To Capital A/c (Undrawn profits transferred to Capital Account) 16 For Loss: Reverse entry of 15. 17 For transferring partners current accounts (Credit balances) to capital accounts Partners Current A/c To Partners Capital A/c For Settlement of purchase 18 consideration by the company Shares in Purchasing Co Debentures in Purchasing Co Cash A/c To Purchasing Company 19 For final adjustment Partners Capital A/c To Shares in Purchasing Co. To Debenture in Purchasing Co. To Cash A/c www.vipinmks.com Page 3
Accounting Entries in the Books of the Purchasing Company The purchasing company will record all the assets and liabilities at agreed values. Sl No Particulars Amount Amount 1 2 3 For assets and liabilities taken over. (When net assets taken over is less than the Purchase consideration) Goodwill A/c Dr. (Balancing figure) To Liabilities A/c (Agreed Value) To Firm A/c (Purchase Consideration) (Being different assets and liabilities taken over) When net assets taken over is more than the Purchase consideration Assets A/c Dr. (Agreed Value) To Liabilities A/c (Agreed Value) To Firm A/c (Purchase Consideration) To Capital Reserve A/c (Balancing Figure) (Being different assets and liabilities taken over) For discharge of Purchase Consideration: Firm A/c (P.C) To Share Capital A/c (Face value of shares issued) To Securities Premium A/c (if any) To Debentures A/c To Bank A/c Example 1 X and Y were in partnership in XY & Co. sharing profits in the proportions 3:2. On 31st March 2008, they accepted an offer from P. Ltd. to acquire at that date their fixed assets and stock at an agreed price of Rs 720000. Debtors, creditors and bank overdraft would be collected and discharged by the partnership firm. The purchase consideration of Rs 720000 consisted of cash Rs 360000, debentures in P Ltd. (at par) Rs. 180000 and 12,000 Equity Shares of Rs 10 each in P. Ltd. A will be employed in P. Ltd. but, since B was retiring, A agreed to allow him Rs 30000 in compensation, to be adjusted through their Capital Accounts. B was to receive 1800 shares in P. Ltd. and the balance due to him in cash. The Balance Sheet of the firm as on 31.03.2008 is in below www.vipinmks.com Page 4
Liabilities Amount Assets Amount X s Capital Account 120000 Fixed Assets 480000 Loan from X 210000 Stock 45000 Bank overdraft 150000 Debtors 75000 Creditors 180000 Y s Capital Account 60000 660000 660000 The sale of the assets to P. Ltd. took place as agreed; the debtors realized Rs 60,000 and creditors were settled for Rs 171000. The firm then ceased business. You are required to pass necessary Journal entries and show: (a) Realization Account (b) Bank Account (c) Partners Capital Accounts. Solution 1 In the books of XY & Co Sl No Particulars Amount Amount Mar-08 600000 To Fixed Assets A/c 480000 To Stock-in-trade A/c 45000 To Sundry Debtors A/c 75000 (Different Assets transferred) Creditors A/c 180000 To 180000 (Sundry creditors transferred) P. Ltd A/c 720000 To Realisation A/c 720000 (Purchase consideration due) Bank A/c 360000 Debentures in P Ltd. 180000 Shares in P Ltd. 180000 To P. Ltd A/c 720000 (Purchase consideration Received) Bank A/c 60000 To Realisation A/c 60000 (Debtors realized) Realisation A/c 171000 To Bank A/c 171000 (Payment to Creditors) Realisation A/c 189000 To X Capital A/c 113400 To Y Capital A/ 75600 (Profit on realisation transferred to Capital Account) www.vipinmks.com Page 5
Loan from X 210000 To X Capital 210000 (Loan Balance transferred) X Capital A/c 30000 To Y Capital A/c 30000 (adjustment for compensation) X Capital A/c 413400 To Share in P Ltd 153000 To Debenture in P Ltd. 180000 To Bank A/c 80400 (Final settlement of accounts of X) Y Capital A/c 45600 To Shares in P Ltd. 27000 To Bank 18600 (Final settlement of accounts of Y) Realization Account Particulars Amount Particulars Amount To Fixed Assets A/c 480000 By Creditors A/c 180000 To Stock A/c 45000 To Debtors A/c 75000 To Bank A/c (creditors payment 171000 To X s Capital A/c (profit) 113000 To Y s Capital A/c (profit) 75000 By Bank A/c (Debtors realised) 60000 By P Ltd A/c (Purch. Consid.) Bank Debentures in P Ltd Shares in P Ltd 360000 180000 180000 960000 960000 Bank Account Particulars Amount Particulars Amount To Realisation A/c (Drs By Balance b/d realised) 60000 150000 To P Ltd A/c (P.C.) 360000 By Realisation A/c (Crs payment) 171000 By Capital A/c - X 80400 By Capital A/c - Y 18600 42000 42000 www.vipinmks.com Page 6
Partners Capital Accounts Particulars X Y Particulars X Y To Balance b/d 60000 By Balance b/d 120000 To Y Capital A/c 30000 By Loan from X 210000 To Shares in P Ltd 153000 27000 By Realisation A/c (profit) 113400 75600 To Debentures in P Ltd A/c 180000 By X s Capital A/c 30000 To Bank A/c (final payment) 80400 18600 443400 105600 443400 105600 Note: Total Purchase consideration 720000 Discharged by: In Cash 360000 By Debentures 180000 and 540000 Balance by 12,000 Equity shares of Rs 10/ each 1,80,000 So the cost of each equity share be Rs 1,80,000/ 12000 = Rs 15 /per share. Thus in the books of P Ltd. Security premium will be Rs 12000 X 5 =Rs 60,000 www.vipinmks.com Page 7