《现代高级会计》PPT课件.ppt

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1、The McGraw-Hill Companies,Inc.2006McGraw-Hill/IrwinChapter 2Partnership Organization and OperationPartnership is lAssociation of two or more persons to carry on,as co-owners,a business for profit 2Liabilities Under LLP.lIndividual Partner is Liable for his own actions and for the actions of partners

2、hip employees under his supervision.lThe LLP as whole however is responsible for the actions of all partners and employees.3Characteristics of a limited liability partnership lEase of formation lLimited lifelMutual agencylCo-ownership of partnership assets and earnings 4LLP v/s CorporationLLPlNo Inc

3、ome TaxlFile Information ReturnlPartners reports their share as ordinary net income and liable to pay tax.CorporationlSubject to Income TaxlDistribution of Income also taxable in hands of Stockholders.lA Subchapter S corporation may elect to be treated as a partnership for income tax purposes.5LLP i

4、s separate Legal EntityBecauselIt may own propertylMay enter into contracts lBe sued or bring suit against others 6Professional corporationslMay be established in the fields of law,medicine,and public accounting.7LLP CONTRACT lAn Agreement that will establish many issues that arise lDisputes between

5、 partners not referenced in contract can be resolved:-Arbitration-In court 8LLP contract should includel1.Date of formation and planned duration of the partnership,names of the partners,and name and business activities of the partnership.l2.Assets to be invested by each partner and the procedures fo

6、r valuing noncash assets invested.l3.Authority of each partner and the rights and duties of each.l4.The accounting period to be used,the nature of accounting records,and financial statements.l5.The plan for sharing net income and losses.l6.Salaries and drawings allowed to partners and any penalties

7、for excessive withdrawals.l7.Insurance on the lives of partners,with the partnership or surviving partners named as beneficiaries.8.Provisions for arbitration of disputes.9Income-sharing Plans for LLP(if no explicit plan for sharing earnings,the law requires equal division)l1.Equally,or in some othe

8、r ratio.l2.In the ratio of the partners capital account balances on a specific date,or in the ratio of average capital account balances during the year.l3.Allowing interest on partners capital account balances and dividing the remaining net income or loss in a specified ratio.l4.Allowing salaries to

9、 partners and dividing the resultant net income or loss in a stated ratio.l5.Bonus to managing partner based on income.l6.Allowing salaries and interest on capital account balances,and dividing the remaining net income or loss in a stated ratio.10Ledger Accounts for each partnerlCapital AccountslDra

10、wing or Personal AccountslAccounts for loans to and from Partners11CAPITAL ACCOUNTlINCREASED BYlFAIR VAUE OF NET ASSET INVESTEDlSHARE OF NET INCOMElDecreased BY:lWITHDRAWL OF CASHlSHARE OF NET LOSS12LOANS TO/FROM PARTNERSlPARTNER LOANS MONEY TO PARTNERSHIP;EVIDIENCED BY PROMISSARY NOTE lClassified a

11、s Non-CurrentlLOANS RECEIVABLE CLASSIFIED ACCORDING MATURITY;CURRENT VS NON-CURRENT 13DRAWING ACCOUNTlWITHDRAWING OF CASH OR OTHER ASSETSlBY PARTNERS IN ANTICIPATION OF NET INOME OR DRAWINS THAT ARE SALARY14Financial Statement of LLPlIncome StatementlStatement of Partners CapitallBalance Sheet15Rect

12、ification of Net Income of Prior PeriodlErrors in the measurement of partnership net income or loss for prior accounting periods must be analyzedlThe income-sharing ratio is changed or when a change in partners takes place.lCapital account balances are restated based on each partners share of the co

13、rrected net income for each period.16Change in ownership of LLPlOperations of a limited liability partnership generally are not interrupted by a change in partners;lChanges result when:lPartner is admitted to the firm,lPartner retires from the partnershiplPartner dies 17New Partner by Acquisition of

14、 all or part of the interest of one or more of the existing partners Investment of assets in the partnership 18Bonus or Goodwill at the time of new admissionTo Existing Partner (for the privilege of becoming a member of a firm with high earning power)The new partner may invest an amount that is larg

15、er than the new partners percentage share of net assets,thus requiring the recognition of a bonus or goodwill to the existing partners.To New Partner (if the new partner has unusual ability or invests the net assets of a business enterprise of superior earning power in the partnership)The new partne

16、r may invest an amount that is less than his or her percentage share of net assets,thus requiring the recognition of a bonus or goodwill to the new partner 19Record of GoodwilllNew partner invests an amount larger than the carrying amount of the equity in net assets acquired,the transaction generall

17、y is recorded by the bonus method because the implied goodwill was not paid for by the partnership lRestatement of assets to current fair value before a new partner is admitted to a limited liability partnership may be the most convenient method of achieving equity among the partners20Retirement of

18、PartnerlComputation of Settlement PricelBonus to Retiring PartnerlBonus to Continuing Partner21Retiring PartnerlA retiring partner may sell his or her equity in the partnership,to an existing partner,or to a new partner lIf the amount received by a retiring partner differs from the carrying amount o

19、f his or her equity,the difference generally is recorded as a bonus,either to the retiring partner or to the remaining partners 22Death of PartnerlLLP contract often provide for life insurance policies on each others lives for settlement of estate of a deceased partnerlBuy-sell agreement may be form

20、ed23Formation of LPlFormation of LP is evidenced by a certificate filed with the county recorder of principal place of businesslCertificate includes a number of items in addition to those found in the typical contract of a limited liability partnershiplMembership is offered to prospective limited pa

21、rtners in unitslThe membership units offered to prospective limited partners may have to be registered with the Securities and Exchange Commission(SEC)lSEC has provided guidance for such registration(In Industry Guide 5)24Limited Partnership(LP)is different from LLPlThere must be at least one general partnerlLimited partner have no obligation for unpaid liabilities of LPlLimited partner can not participate in management of of LP lLimited partner may not provide services as their investmentlLast name of limited partner may not appear in the name of LP25