Chapter 12 – Accounting for Partnerships
Chapter Outline Notes
I. Partnership Form of Organization—An unincorporated association
of two or more people to pursue a business for profit as co-owners.
A. Characteristics of Partnerships
1. Voluntary association.
2. Partnership contract (called articles of co-partnership)—
should be in writing but may be expressed orally.
3. Limited life—death, bankruptcy, or expiration of the contract
period automatically ends a partnership.
4. Taxation—not subject to tax on income—partners report their
share of income on personal income tax return.
5. Mutual agency—each partner is an agent of the partnership
6. Unlimited liability—each general partner is responsible for
7. General partnership—all partners have mutual agency and
unlimited liability
8. Co-ownership of property—assets are owned jointly by all
partners but claims on partnership assets are based on their
capital account and the partnership contract.
B. Organizations with Partnership Characteristics
1. Limited Partnership (LP or Ltd.) has two classes of partners,
general (at least one) and limited. The general partners assume
2. Limited Liability Partnership (LLP) is designed to protect
3. “S” Corporation has 100 or fewer stockholders, is treated as a
4. Limited Liability Company (LLC or LC) owners are called
members, are protected with the limited liability feature of
corporations and can assume an active management role. The
LLC has a limited life and is typically classified as a
partnership for tax purposes.
C. Choosing a Business Form
Factors to be considered include: taxes, liability risk, tax and fiscal
year-end, ownership structure, estate planning, business risks, and
earnings and property distributions.
12-3
Education.