AFAR LumpSum Liquidation

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Chapter 20: Lump-Sum Liquidation

 Winding up begins after dissolution and ends with the termination of partnership activities. It includes
transactions such as the collection of receivables, conversion of noncash assets to cash, payment of
partnership obligations, and the distribution of the remaining net balance to partners.
 Realization is the conversion of assets into cash.
 Liquidation is the payment of claims.

Basic Procedures in Liquidation


A. Procedures for Minimizing Inequities among Partners
1. When a partnership is liquidated, the books should be adjusted and has closed the net profit or loss for the
period in the manner they have agreed to in the partnership agreement. Following the P/L ratio is the most
equitable because of the following reasons:
a. The cumulative profit and loss of a partnership during its existence is the difference between total
capital contribution and total capital withdrawals.
b. Certain gains and losses during the liquidation process actually may have occurred during normal
operating periods.
2. The partners who do not have deficit capital balances must absorb the deficit balance of the partner who
does. They are to absorb losses larger than their agreed upon P/L ratio.
3. When a partnership has a loan outstanding (receivable) to a partner, the partnership receivable should be
subtracted, or set off, from the partner’s capital account.
4. The legal doctrine of set-off states that a deficit balance in a partner’s capital account may be set off
against any balance existing in his loan account.
o The order of priority as to payment of loans is as follows:
a. Amount owed to creditors other than partners
b. Amount owed to partners other than for capital and profits
c. Amount owed to partners as capital
d. Amount owed to partners as profit not currently closed to partner’s capital account
5. Certain costs incurred during the liquidation process should be treated as a reduction of the proceeds from
sale of noncash assets.
6. The doctrine on marshaling of assets must be applied when the partnership and/or one or more partners
are insolvent.
7. When noncash assets are to be distributed to the partners, the carrying value of the assets must first be
adjusted to their fair value with the adjustment allocated to all the partners in accordance with the
partnership agreement. The fair value of the distributed asset is then charged against the proper capital
account.

Types of Liquidation
A. Installment Liquidation- distributions are made to some or all the partners as cash becomes available
B. Lump Sum Liquidation- no distributions are made to the partners until the realization process is completed
when the full amount of the realization gain/loss is known; is rare or nonexistent in practice

This procedure may be followed during liquidation:


1. Realization and distribution of gain or loss to all partners based on their P/L ratio
2. Payment of liquidation expenses
3. Payment of liabilities to third parties
4. Elimination of capital deficiencies
a. If the deficient partner has a loan balance, exercise the right of offset
b. If the deficient partner is solvent, then additional investment is necessary
c. If the deficient partner is insolvent, the remaining partners will absorb the capital deficiency.
5. Payment to partners
a. Loan accounts
b. Capital accounts

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