3 Partnership Dissolution
3 Partnership Dissolution
3 Partnership Dissolution
● Partnership dissolution is the change in the relation of the partners caused by any
partner ceasing to be associated in the carrying on as distinguished from the winding
up of the business.
● A partner’s capital interest is a claim against the net assets of the partnership.
● An interest in profit or loss determines how the partner’s capital interest will increase or
decrease as a result of subsequent operations.
● Capital balances are historical cost figures.
Assignment of an Interest to a Third Party
● A partnership is not dissolved when a partner assigns his/her interest in the partnership
to a third party, because such an assignment does not itself change the relationship of
the partners.
● Assignment only entitles the assignee to receive the assigning partner’s interest in
future partnership profits and assets in the event of liquidation.
● The assignee does not obtain the rights of a partner.
● The only change required on the partnership books is to transfer the interest of the
assignor partner to the assignee.
● Partnerships commonly deviate from GAAP in the following areas:
● The use of fair values provides an equitable measure of each partner’s capital interest in
the partnership
● The practice of recognizing increases in net assets is not in compliance with GAAP. This
approach results in a marked departure from the historical cost principle.
The following rules are to be observed in relation to valuation of assets and liabilities on
dissolution problems:
1. If there is an agreement among partners that revaluation is allowed, then reflect the
necessary adjustments before dissolution.
a. Revaluation approach- assets and liabilities should be recorded at their fair value; all
assets acquired by the new entity, including goodwill, should be recorded
b. Bonus approach- existing book values should not be adjusted to fair value unless such
adjustments would have been otherwise allowed by GAAP- Decreases or write-downs in the
value of assets may be recognized even though they are not realized.
- Does not prevent the recognition of asset appreciation
• A new partner can be admitted with the consent of all partners in the business. This
leads to the formation of a new partnership and a dissolution of the previous one.
• A partnership agreement is binding only when the relationship between the original
parties to the agreement remains unchanged.
• The purchase of interest from one or more of the existing partners is a personal
transaction between the incoming partner and the selling partner/s. No additional money or
properties are invested in the partnership. The only entry made transfers an amount from the
selling partner’s capital account to the new
1. The new partner’s P/L sharing ratio must be equal to his/her capital interest
2. The old partners continue to share P/L between themselves in the original ratio
• Both approaches will not yield the same results if the incoming partner’s share in P/L
is not identical with the percentage interest allowed in assets. Therefore, the selection
process for the new partner should be:
1. Prefer book value approach if P/L interest > Capital interest
2. Prefer revaluation approach if P/L interest < Capital interest