401 ch08 Karayan
401 ch08 Karayan
401 ch08 Karayan
Chapter 8
Dissolution
Due to a change in the legal relationship among partners Typically due to Admission of a new partner Withdrawal of a partner Death of a partner
Termination
Partnership ceases normal business operations
Liquidation
Occurs when the partnership sells its assets, pays its liabilities, and distributes remaining assets to partners May occur due to Partnership fulfilling its business purpose Partners desire to not continue the business Partnership is in financial difficulty
Liquidation (cont)
May be Voluntary the partners may choose to liquidate Involuntary creditors force the partnership to liquidate
Marshalling of Assets
Keeping the partnership assets and liabilities separated from the partners personal assets and liabilities Partnership creditors and individual partner creditors can each have claims against partnership and partner assets but the priority of claims differ depending on source of payment
Liquidation Process
Close books and allocate profit or loss to capital accounts Liquidate noncash assets, allocate gains and losses directly to capital accounts using residual profit and loss ratios Pay liabilities and distribute assets to partners
Lump-Sum Liquidation
Noncash assets generally sold in a relatively short period of time Liabilities are all paid Remaining cash is distributed Accountants duty is to search for unrecognized liabilities and to unsure that priority of creditor claims are followed
Installment Liquidation
Issues to be considered when deciding when and how much to distribute to partners before the liquidation is complete include amount still owed creditors estimated remaining liquidation expenses the inability of partners to make additional contributions to eliminate capital deficits