**Reconstitution of a partnership firm** is a fundamental change in the structure and agreement of the partnership. It occurs when the existing agreement between partners is altered or the composition of partners changes. The key point is that although the agreement changes, the firm itself continues as a going concern (not dissolved).
According to the **Partnership Act, 1932**, any change in the existing partnership agreement requires the consent of all partners unless otherwise specified in the partnership deed.
**Key Concept**: Reconstitution does NOT mean the firm closes down; it means the relationship among partners changes but business continues.
There are four main ways a partnership firm can be reconstituted:
When an established firm requires:
A new partner may be admitted with the **unanimous consent of all existing partners** (unless the partnership deed states otherwise).
**Effect**: The number of partners increases, and the profit-sharing ratio of all partners changes.
**Example**: Hari and Haqque share profits 3:2. They admit John for 1/6 share. Now the firm has three partners with a changed profit-sharing arrangement.
Sometimes existing partners decide to alter their profit-sharing arrangement without any change in the number of partners. This may happen due to:
**Example**: Ram, Mohan, and Sohan initially share profits 3:2:1. Later they decide to share equally (1:1:1) because Sohan brings in additional capital.
A partner may withdraw from the firm due to:
**Important Rule**: In a **partnership at will**, any partner can retire at any time by giving notice. In a partnership with a fixed term, retirement may only be allowed as per the partnership deed.
**Effect**: The number of partners decreases, and the remaining partners gain a larger profit-sharing ratio.
**Example**: Roy, Ravi, and Rao share 2:2:1. Ravi retires. Now only Roy and Rao continue, and they redistribute Ravi's share.
When a partner dies, the partnership is technically dissolved. However, if **the remaining partners decide to continue the business**, it results in reconstitution of the firm.
**Important Point**: The heirs of the deceased partner have no automatic right to continue in the partnership unless the partnership deed explicitly provides for it.
**Effect**: The number of partners decreases; the remaining partners decide on a new profit-sharing ratio.
**Example**: X, Y, and Z share 3:2:1. X dies. Y and Z decide to continue, sharing future profits equally (1:1).
When a new partner is admitted, they acquire two critical rights:
1. **Right to share in the assets** of the partnership firm
2. **Right to share in the profits** of the partnership firm
To gain these rights, the new partner must contribute:
When a new partner joins, the following six adjustments must be made in the firm's books:
1. **Determination of New Profit Sharing Ratio**
2. **Calculation of Sacrificing Ratio**
3. **Valuation and Adjustment of Goodwill**
4. **Revaluation of Assets and Reassessment of Liabilities**
5. **Distribution of Accumulated Profits and Reserves**
6. **Adjustment of Partners' Capitals** (if needed)
Each of these adjustments must be carefully journalized and reflected in the partners' capital/current accounts.
When a new partner is admitted, they acquire their share from the existing partners. This means the old partners **sacrifice** a portion of their existing profit-sharing ratio. The **new profit sharing ratio** is the ratio in which all partners (including the incoming partner) will share future profits.
**Key Rule**: If not stated how the new partner acquires the share, assume **they acquire it from old partners in the old ratio**.
#### **Case 1: New Partner's Share is Given; Acquisition Ratio Not Specified**
**Assumption**: The new partner gets their share from old partners in the old profit ratio.
**Illustration 1**:
Anil and Vishal share profits 3:2. Sumit is admitted for 1/5 share. Calculate the new profit sharing ratio.
**Solution**:
**New Ratio = 12:8:5**
#### **Case 2: New Partner's Share is Given; Their Acquisition Source is Specified**
**Illustration 2**:
Akshay and Bharati share profits 3:2. Dinesh is admitted for 1/5 share, which he acquires **equally** from both.
**Solution**:
**New Ratio = 5:3:2**
#### **Case 3: Specific Sacrifices Are Mentioned**
**Illustration 3**:
Anshu and Nitu share profits 3:2. Jyoti is admitted for 3/10 share, acquiring 2/10 from Anshu and 1/10 from Nitu.
**Solution**:
**New Ratio = 4:3:3**
#### **Case 4: Old Partners' Sacrifice Fractions Are Given**
**Illustration 4**:
Ram and Shyam share profits 3:2. They admit Ghanshyam. Ram sacrifices 1/4 of his share; Shyam sacrifices 1/3 of his share in favor of Ghanshyam.
**Solution**:
**New Ratio = 9/20 : 4/15 : 17/60 = 27:16:17** (LCM = 60)
**Sacrificing ratio** is the ratio in which the old partners agree to sacrifice (give up) their share of profits in favor of the incoming partner.
**Formula**: Sacrifice by a Partner = Old Share of Profit – New Share of Profit
**Importance**: This ratio determines how the premium/goodwill paid by the new partner will be distributed among the old partners. The old partners receive compensation for their loss of super profits.
The sacrificing ratio needs to be calculated when:
1. The new profit sharing ratio is given but the way the new partner acquired the share is not specified
2. Different old partners are sacrificing different amounts
**Step 1**: Find each old partner's old share
**Step 2**: Find each old partner's new share
**Step 3**: Calculate sacrifice = Old share – New share
**Step 4**: Express sacrifices as a ratio
#### **Illustration 5** (Given: Old Ratio, New Ratio, and New Partner's Share)
Rohit and Mohit share profits 5:3. Bijoy is admitted for 1/7 share. The new ratio is 4:2:1. Calculate sacrificing ratio.
**Solution**:
**Sacrificing Ratio = 3:5**
#### **Illustration 6** (Given: Old Ratio and Remaining Ratio After New Partner)
Amar and Bahadur share profits 3:2. Mary is admitted for 1/4 share. The remaining 3/4 share is divided between Amar and Bahadur in ratio 2:1. Find sacrificing ratio.
**Solution**:
**Sacrificing Ratio = 1/10 : 3/20 = 2:3**
#### **Illustration 7** (Gain and Sacrifice Concept)
Ramesh and Suresh share profits 4:3. Mohan is admitted. The new ratio becomes 2:3:1. Calculate gain or sacrifice.
**Solution**:
**Key Finding**: Ramesh sacrifices 5/21; Suresh gains 1/14; Mohan gains 1/6
When the new partner acquires share partly from old partners and partly from another, this situation arises. Only those partners whose new share is less than their old share have sacrificed.
**Goodwill** is the monetary value of the reputation, brand value, and customer relationships of an established firm. It enables the firm to earn **super profits** (profits in excess of normal profits earned by similar new firms).
**Definition**: Goodwill = Present value of a firm's anticipated excess earnings
Or: Goodwill = Capitalized value of the differential profit capacity of the business
**Key Point**: Goodwill exists **only when a firm earns super profits**. A firm earning normal profits or incurring losses has zero goodwill.
1. **Nature of Business**
2. **Location**
3. **Efficiency of Management**
4. **Market Situation**
5. **Special Advantages**
Goodwill valuation becomes necessary in these partnership situations:
1. **Admission of a new partner** – New partner must compensate old partners for loss of super profits
2. **Change in profit sharing ratio** – Partners whose shares increase must compensate those whose shares decrease
3. **Retirement of a partner** – Retiring partner must receive their share of accumulated goodwill
4. **Death of a partner** – Deceased partner's share of goodwill passes to estate/heirs
5. **Dissolution of firm** – If business is sold as going concern, goodwill value is determined
6. **Amalgamation of firms** – Merger requires goodwill valuation
Three main methods are used based on profit-based calculations:
Under this method, goodwill is valued at an agreed number of **years' purchase** of the **average profits** of the past few years.
**Logic**: A new business cannot earn profits in its initial years. Therefore, someone purchasing an established firm should pay an amount (goodwill) equal to the expected profits for the first few years of operation.
**Formula**:
Goodwill = Average Profit × Number of Years' Purchase
**Step 1**: Calculate average profit from past years (typically 3-5 years)
**Step 2**: Apply the agreed number of years' purchase
**Step 3**: Multiply: Goodwill = Average Profit × Years' Purchase
#### **Illustration 8** (Simple Average)
A firm's profits for 5 years: 2013 – Rs. 4,00,000; 2014 – Rs. 3,98,000; 2015 – Rs. 4,50,000; 2016 – Rs. 4,45,000; 2017 – Rs. 5,00,000. Calculate goodwill on basis of 4 years' purchase of 5-year average profit.
**Solution**:
| Year | Profit (Rs.) |
|------|-------------|
| 2013 | 4,00,000 |
| 2014 | 3,98,000 |
| 2015 | 4,50,000 |
| 2016 | 4,45,000 |
| 2017 | 5,00,000 |
| **Total** | **21,93,000** |
Average Profit = 21,93,000 ÷ 5 = **Rs. 4,38,600**
Goodwill = 4,38,600 × 4 = **Rs. 17,54,400**
When profits show a **clear increasing or decreasing trend**, it is more accurate to use **weighted average profits**. Recent years are given higher weightage to reflect current profitability.
**Typical Weights**: 1, 2, 3, 4, 5 (or as specified) for successive years.
#### **Illustration 9** (Weighted Average)
Firm's profits for 5 years: 2012-13 – Rs. 20,000; 2013-14 – Rs. 24,000; 2014-15 – Rs. 30,000; 2015-16 – Rs. 25,000; 2016-17 – Rs. 18,000. Calculate goodwill on 3 years' purchase of weighted average profits using weights 1, 2, 3, 4, 5.
**Solution**:
| Year | Profit (Rs.) | Weight | Product (Rs.) |
|------|-------------|--------|--------------|
| 2012-13 | 20,000 | 1 | 20,000 |
| 2013-14 | 24,000 | 2 | 48,000 |
| 2014-15 | 30,000 | 3 | 90,000 |
| 2015-16 | 25,000 | 4 | 1,00,000 |
| 2016-17 | 18,000 | 5 | 90,000 |
| | | **Total** | **3,48,000** |
Weighted Average Profit = 3,48,000 ÷ 15 = **Rs. 23,200**
Goodwill = 23,200 × 3 = **Rs. 69,600**
**Important Note**: Weighted average must only be used when **specifically directed** in the problem or when a clear trend is evident.
Sometimes, profit figures require adjustment before calculating average. Common adjustments include:
**Example Adjustments**:
**Approach**: Apply depreciation/adjustment to each year's profit based on the nature of the adjustment.
**Super Profit** is the excess profit earned by the firm above the **normal profit** expected in the industry.
**Formula**:
**Logic**: An acquirer of the firm pays for the extra profits the firm earns above what is normal. This excess profit capacity is valued.
#### Normal Profit
**Normal Profit** = Capital Employed × Normal Rate of Return (NRR)
Where:
#### Average Profit
Calculated as in the Average Profits Method (simple or weighted average).
#### Super Profit
SP = Average Profit – Normal Profit
#### Goodwill Calculation
Goodwill = Super Profit × Agreed Years' Purchase
#### **Illustration 10**
Capital employed in a firm = Rs. 5,00,000. Average profit = Rs. 90,000. Normal rate of return = 15%. Calculate goodwill on the basis of 3 years' purchase of super profit.
**Solution**:
Normal Profit = 5,00,000 × 15% = **Rs. 75,000**
Super Profit = 90,000 – 75,000 = **Rs. 15,000**
Goodwill = 15,000 × 3 = **Rs. 45,000**
Under this method, goodwill is calculated by **capitalizing the super profit** (converting super profit into a capital value) using the normal rate of return.
**Formula**:
Alternatively:
Or (rarely used):
If super profit is capitalized at the normal rate of return, the capitalized value represents the goodwill.
**Example Logic**: If super profit is Rs. 10,000 and NRR is 10%, then:
#### **Illustration 11**
Average profit of a firm = Rs. 1,00,000. Capital employed = Rs. 4,00,000. Normal rate of return = 20%. Calculate goodwill using capitalization method.
**Solution**:
Normal Profit = 4,00,000 × 20% = **Rs. 80,000**
Super Profit = 1,00,000 – 80,000 = **Rs. 20,000**
Goodwill = 20,000 ÷ 20% = **Rs. 1,00,000**
Or: Goodwill = 1,00,000 ÷ 20% – 4,00,000 = 5,00,000 – 4,00,000 = **Rs. 1,00,000**
| Aspect | Average Profits | Super Profits | Capitalization |
|--------|-----------------|---------------|-----------------|
| **Based On** | Simple average profit | Excess over normal | Capitalized super profit |
| **Capital Consideration** | No | Yes | Yes |
| **Ideal For** | Small, stable firms | Profitable, growing firms | Comparative analysis |
| **Formula** | Avg Prof × Years | (Avg Prof – Normal) × Years | Super Profit ÷ NRR |
| **Years' Purchase Needed** | Yes | Yes | No |
When a new partner is admitted, goodwill treatment depends on **whether the new partner pays premium in cash or not**.
**Scenario**: The new partner brings goodwill premium in cash.
**Journal Entry**:
```
Dr. Cash/Bank
Cr. Goodwill Account
```
**Then, Goodwill Account is closed by crediting old partners' capital accounts in their sacrificing ratio**:
```
Dr. Goodwill Account
Cr. Old Partner A Capital (in sacrificing ratio)
Cr. Old Partner B Capital (in sacrificing ratio)
```
**Effect**: Old partners receive compensation for super profits; new partner pays for right to earn super profits.
#### **Illustration 12**
A and B share profits 3:2. They admit C for 1/4 share. Goodwill is valued at Rs. 40,000. C brings in goodwill premium in cash. C acquires the share from A and B in their old ratio.
**Solution**:
New Profit Sharing Ratio:
Sacrificing Ratio = Old Ratio = 3:2 (C acquires from A and B in old ratio)
**Journal Entries**:
```
1. Dr. Bank/Cash 40,000
Cr. Goodwill A/c 40,000
(Goodwill premium brought in by C)
2. Dr. Goodwill A/c 40,000
Cr. A's Capital A/c (3/5) 24,000
Cr. B's Capital A/c (2/5) 16,000
(Goodwill distributed in sacrificing ratio)
```
**Effect on Capital**:
**Scenario**: No cash premium is paid, but goodwill is recognized in the firm's books at the time of admission.
**Journal Entry**:
```
Dr. Goodwill Account
Cr. Old Partner A Capital (in old ratio)
Cr. Old Partner B Capital (in old ratio)
```
**Effect**: Old partners' capitals are credited for hidden goodwill (shows they get credit for firm's reputation).
#### **Illustration 13**
A and B share profits 3:2. C is admitted for 1/4 share. Goodwill is valued at Rs. 60,000. Hidden goodwill is recognized.
**Solution**:
**Journal Entry**:
```
Dr. Goodwill A/c 60,000
Cr. A's Capital A/c (3/5) 36,000
Cr. B's Capital A/c (2/5) 24,000
(Hidden goodwill recognized)
```
**Then, if C's capital needs adjustment, it's done separately (see Case 4).**
**Scenario**: The new partner brings part or all of goodwill as a tangible asset (premises, equipment, etc.) instead of cash.
**Journal Entry**:
```
Dr. Asset Account (Premises/Equipment, etc.)
Cr. New Partner's Capital Account
```
**If separate goodwill premium is also paid in cash**, both entries are made.
#### **Illustration 14**
X and Y share profits 4:1. Z is admitted for 1/5 share. Goodwill is valued at Rs. 50,000. Z brings goodwill premium of Rs. 30,000 as equipment and Rs. 20,000 in cash.
**Solution**:
Sacrificing Ratio = Old Ratio (assuming acquisition in old ratio) = 4:1
**Journal Entries**:
```
1. Dr. Equipment A/c 30,000
Dr. Bank/Cash 20,000
Cr. Goodwill A/c 50,000
(Goodwill brought in kind and cash)
2. Dr. Goodwill A/c 50,000
Cr. X's Capital A/c (4/5) 40,000
Cr. Y's Capital A/c (1/5) 10,000
(Goodwill distributed to old partners)
```
**Scenario**: Sometimes goodwill is immediately written off (eliminated) from the books after recording it. This happens when partners want no goodwill on the balance sheet.
**Journal Entries**:
```
1. Dr. Goodwill A/c
Cr. New Partner Capital (sometimes)
Cr. Old Partners' Capital (if goodwill = 0)
2. Dr. Old Partners' Capitals (sacrificing ratio)
Cr. Goodwill A/c
(Goodwill written off)
```
This eliminates goodwill from balance sheet while ensuring sacrificing partners are compensated.
When a new partner is admitted, the **balance sheet values of assets and liabilities may not reflect current market values**. Revaluation ensures:
1. Fair value for the incoming partner
2. Accurate capital bases for all partners
3. Correct profit distribution in future
**Key Principle**: All revaluation gains/losses belong to **old partners only** in their **old profit-sharing ratio** (since new partner has not yet participated in the business).
A **Revaluation Account** (or Asset Revaluation Account) is prepared to record all revaluation adjustments.
**Format**:
```
Revaluation Account (Profit & Loss on Revaluation)
Rs.
Dr. Decreases in asset values (write-downs) XXXX
Dr. Increases in liability values XXXX
Cr. Increases in asset values XXXX
Cr. Decreases in liability values XXXX
Net Profit/Loss on Revaluation = Credit balance / Debit balance
```
The net profit or loss on revaluation is **credited or debited to old partners' capital accounts in their old profit-sharing ratio**.
```
If Gain (Credit balance):
Dr. Revaluation A/c
Cr. A's Capital (old ratio share)
Cr. B's Capital (old ratio share)
If Loss (Debit balance):
Dr. A's Capital (old ratio share)
Dr. B's Capital (old ratio share)
Cr. Revaluation A/c
```
**Assets to Revalue**:
**Liabilities to Reassess**:
#### **Illustration 15**
A and B are partners sharing profits 3:2. Their balance sheet before C's admission:
**Balance Sheet of A and B**:
| Assets | Rs. | Liabilities | Rs. |
|--------|-----|-------------|------|
| Bank | 20,000 | Creditors | 10,000 |
| Debtors | 30,000 | A's Capital | 60,000 |
| Stock | 40,000 | B's Capital | 40,000 |
| Land | 50,000 | | |
| | **1,40,000** | | **1,10,000** |
C is admitted for 1/4 share. The following revaluations are made:
**Solution**:
**Revaluation Account**:
| | Rs. | | Rs. |
|------|------|------|------|
| Dr. Debtors (reduction) | 2,000 | Cr. Stock | 4,000 |
| | | Cr. Land (gain) | 20,000 |
| | | **Cr. (gain)** | **22,000** |
| | | | |
| | **2,000** | | **24,000** |
Net Gain on Revaluation = **Rs. 22,000**
**Distribution of Gain**:
**Journal Entry**:
```
Dr. Revaluation A/c 22,000
Cr. A's Capital 13,200
Cr. B's Capital 8,800
```
**New Capital Balances**:
Q1. Pavan and Qadir are partners sharing profits in ratio 3:2. They admit Rishi for 1/5 share. What is the sacrificing ratio?
Answer: A — New partner gets 1/5, so old partners retain 4/5 in their old ratio 3:2 (Pavan 3/5 × 4/5 = 12/25, Qadir 2/5 × 4/5 = 8/25); sacrificing ratio = old ratio 3:2 since both sacrifice equally.
Q2. Which account is debited when a new partner brings goodwill in cash?
Answer: B — When goodwill is brought in cash by the new partner, Goodwill Account is debited and Cash/Bank is credited; this records goodwill as an asset.
Q3. Amit and Brijesh are partners with capitals of ₹50,000 and ₹40,000. They admit Chitra for 1/4 share in profits. If Chitra contributes ₹35,000, what is the total capital of the firm after admission?
Answer: B — Chitra's share is 1/4, so her capital ₹35,000 = 1/4 of total capital; Total capital = ₹35,000 × 4 = ₹140,000.
Q4. In the Capitalisation Method of goodwill valuation, if Normal Rate of Return is 10% and Average Profit is ₹40,000, what is the implied firm value?
Answer: B — Capital Employed = Average Profit ÷ Normal Rate of Return = ₹40,000 ÷ 10% = ₹4,00,000 (same as option A and B); this is the capitalised value of profits.
Q5. Which of the following is NOT a reason for reconstitution of a partnership firm?
Answer: D — Reconstitution occurs only when the partnership agreement changes (admission, retirement, death, ratio change), not merely due to business growth or sales increase.
Q6. In which ratio are accumulated profits distributed when a new partner is admitted?
Answer: B — Accumulated profits were earned under the old agreement, so they belong to old partners in their old ratio; they are distributed/credited to old partners only.
Q7. Assertion: Goodwill is a tangible asset of the firm. Reason: Goodwill represents the excess earning capacity of the firm.
Answer: D — Goodwill is an intangible asset (not tangible), but the reason is correct—goodwill represents the firm's excess earning capacity above normal returns.
Q8. If old partners' capital accounts show: A = ₹60,000 (3/5 share), B = ₹40,000 (2/5 share), and C is admitted for 1/5 share bringing ₹30,000 capital, what should be total capital of the firm after all adjustments (assuming no revaluation)?
Answer: A — C's capital ₹30,000 = 1/5 of total; Total = ₹30,000 × 5 = ₹1,50,000; A and B's capitals remain ₹60,000 and ₹40,000; C's is ₹30,000; total = ₹1,50,000.
Q9. Which method of goodwill valuation uses the formula: Goodwill = Super Profit × Years' Purchase?
Answer: B — Super Profit Method explicitly calculates Super Profit (Average Profit − Normal Profit) and then multiplies by Years' Purchase to derive goodwill.
Q10. Revaluation gains/losses on assets are credited to old partners in which ratio, and why?
Answer: B — Revaluation gains/losses relate to assets under the old agreement, so they belong to old partners only in their old ratio; these are pre-reconstitution gains/losses.
What is reconstitution of a partnership firm?
Any change in the existing partnership agreement (admission, retirement, death, or change in profit ratio) that ends the old agreement and creates a new one, though the firm continues.
Define sacrificing ratio.
The ratio in which old partners lose their profit share to the new partner, calculated as Old Ratio minus New Ratio for each partner.
Why must a new partner pay goodwill or premium?
To compensate existing partners for the loss of their share in the firm's super profits (profits earned above the normal rate of return on capital).
What is the formula for Super Profit method of goodwill valuation?
Super Profit = Average Profit − Normal Profit; Goodwill = Super Profit × Years' Purchase.
Which account is credited when goodwill is brought in cash by the new partner?
Goodwill account is debited and Cash/Bank account is credited.
In which ratio are accumulated profits distributed among partners at admission?
In the old profit sharing ratio, because these profits were earned under the old agreement.
What is the purpose of a Revaluation Account?
To record changes in the values of assets and liabilities at the time of reconstitution, with gains/losses distributed in the old ratio.
What is the formula: New Profit Sharing Ratio = ?
New Profit Sharing Ratio is determined by how the incoming partner acquires their share from old partners—either in their old ratio or as specified in the partnership deed.
When is a partner's capital adjusted after admission?
After all adjustments (revaluation, goodwill, reserves distribution), each partner's capital is adjusted to equal their proportionate share of the total capital as per the new ratio.
What is the key difference between hidden goodwill and goodwill brought in kind?
Hidden goodwill is calculated but not recorded as an asset; goodwill brought in kind is the new partner's cash contribution that reflects an agreed goodwill value.
Define goodwill and state three factors that affect its value. [2 marks]
Goodwill = intangible asset reflecting excess earning capacity. Factors: reputation, customer loyalty, profit trend, location, business stability. State definition + list any 3 factors briefly.
Rama and Sita are partners sharing profits in ratio 5:3. They admit Tara as a new partner for 1/4 share in future profits, which she acquires 1/6 from Rama and 1/12 from Sita. Calculate the new profit sharing ratio of Rama, Sita, and Tara. Also calculate the sacrificing ratio. [5 marks]
Step 1: Rama's new share = 5/8 − 1/6 (convert to common denominator); Sita's new share = 3/8 − 1/12; Tara's = 1/4. Step 2: Sacrificing Ratio = Old Ratio − New Ratio for each partner. Convert all fractions to common denominator (24) and simplify.
Explain the difference between the four methods of treating goodwill when a new partner is admitted. Give a journal entry for each case, assuming old partners A and B (ratio 2:1) admit C for 1/4 share, and goodwill is valued at ₹40,000. [6 marks]
Case 1 (Premium in cash): Dr Goodwill 40,000 / Cr C's Capital 40,000. Case 2 (Hidden goodwill): Adjust A and B's capitals via sacrificing ratio, no Goodwill account. Case 3 (Brought in kind): C brings cash including goodwill component; record Goodwill account. Case 4 (Bonus method): Reduce A & B capitals by their sacrificing ratio share of goodwill, credit C's capital. Show all four journal entries with clear allocation of goodwill among sacrificing partners in their sacrificing ratio.
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