1. Dissolution of partnership and dissolution of the firm
Dissolution of partnership: the existing agreement among the partners ends, for example on admission, retirement or death of a partner or a change in the profit-sharing ratio. The firm is reconstituted and its business and books carry on.
Dissolution of the firm: the business is closed and the relationship among all partners ends. Assets are realised, liabilities paid, partners settled and the books closed.
Dissolution of a firm always includes dissolution of the partnership; a dissolution of partnership need not end the firm.
| Basis | Dissolution of partnership | Dissolution of the firm |
|---|---|---|
| What ends | The old agreement among the partners | The business and every partner’s relationship |
| Business | Carries on (reconstituted firm) | Is closed |
| Books | Continue; assets and liabilities revalued | Closed; assets sold, liabilities paid |
| Examples | Admission, retirement, death, change in ratio | Agreement to close, unlawful business, court order |
Key terms
- Dissolution of partnership
End of the existing agreement among partners while the firm continues in reconstituted form.
- Dissolution of the firm
Closure of the business and end of the relationship among all the partners.
- Reconstitution
Change in the partnership agreement with the business continuing.
2. Modes of dissolution of a firm
| Mode | Section | Key point |
|---|---|---|
| By agreement | 40 | Consent of all the partners, or as their contract says |
| Compulsory | 41 | By law, whatever the partners wish; e.g. the business becomes unlawful |
| On contingencies | 42 | Unless agreed otherwise: fixed term expires, venture completed, a partner dies |
| By notice | 43 | Only a partnership at will; written notice to all other partners |
| By the court | 44 | Only on a partner’s suit, on a ground listed in the Act |
Grounds for the court: unsound mind of a partner; permanent incapacity; misconduct harming the business; wilful or persistent breach of the agreement; transfer of a partner’s whole interest to a third party; business possible only at a loss; just and equitable grounds.
| Mode | Section | In short |
|---|---|---|
| By agreement | 40 | All partners consent, or as the contract provides |
| Compulsory | 41 | By law, e.g. the business becomes unlawful |
| On contingencies | 42 | Fixed term ends, venture completed, death of a partner (unless agreed otherwise) |
| By notice | 43 | Partnership at will: written notice by any partner |
| By the court | 44 | On a partner’s suit, on grounds the Act lists |
| Compulsory dissolution (Section 41) | On contingencies (Section 42) |
|---|---|
| Happens by law, even if the partners want to continue | Happens unless the partners have agreed otherwise |
| Example: a new law bans the firm’s trade | The fixed term of the firm ends |
| Example: the business can no longer be carried on lawfully | The venture the firm was formed for is completed |
| A partner dies |
| Ground for dissolution by the court (Section 44) | Imagined example |
|---|---|
| Unsound mind of a partner | A partner loses mental capacity; another partner sues |
| Permanent incapacity | A partner can never again do his share of the work |
| Misconduct or persistent breach | A partner keeps signing contracts the deed forbids |
| Transfer of whole interest | A partner sells his entire share to an outsider |
| Business only at a loss | Losses every year with no hope of recovery |
| Just and equitable ground | Deadlock: the partners cannot work together at all |
Key terms
- Partnership at will
A partnership with no fixed term and no particular venture; any partner may end it by written notice.
- Compulsory dissolution
Dissolution that happens by operation of law, regardless of the partners’ wishes.
3. Settlement of accounts: Section 48
Unless the partners have agreed otherwise:
Losses (including a deficiency of capital) are borne in this order: from profits → from capital → by the partners personally in their profit-sharing ratio.
The firm’s assets (with any cash the partners bring in) are applied in this order:
- Outside liabilities (debts to third parties).
- Partners’ loans (advances), rateably.
- Partners’ capitals, rateably.
- Any residue, in the profit-sharing ratio.
Worked figure (imagined bakery): claims 2,20,000 − cash 2,10,000 = loss 10,000; capitals fall to 45,000 and 35,000.
| Order | Claim | Book (₹) | Paid (₹) |
|---|---|---|---|
| 1 | Creditors | 90,000 | 90,000 |
| 2 | Meena’s loan | 40,000 | 40,000 |
| 3 | Meena’s capital (less 1/2 of the loss) | 50,000 | 45,000 |
| 3 | Nitin’s capital (less 1/2 of the loss) | 40,000 | 35,000 |
| Total | 2,20,000 | 2,10,000 |
Key terms
- Outside liabilities
Amounts the firm owes to persons who are not partners: creditors, bills payable, loans from banks and others.
- Rateably
In proportion to the amounts due to each partner.
4. The Realisation Account: transfers
Nominal account that records the sale of assets and the payment of liabilities and shows the profit or loss on realisation.
Transfer entries:
- Realisation A/c Dr, To each asset A/c (book value; debtors gross; not cash, bank or fictitious assets).
- Provisions A/c Dr, each outside liability A/c Dr, To Realisation A/c.
Not transferred: cash and bank; partners’ loans; capitals and current accounts; reserves and accumulated profits (credited to capitals); accumulated losses and deferred revenue expenditure (debited to capitals).
| Debit side (To) | Credit side (By) |
|---|---|
| All assets except cash, bank and fictitious assets, at book value (debtors gross) | Provisions against assets (doubtful debts, depreciation) |
| Cash paid to settle outside liabilities | All outside liabilities at book value |
| Realisation expenses borne by the firm | Cash received from assets, including unrecorded ones |
| Liabilities or expenses taken over or paid by a partner | Assets taken over by partners at agreed values |
| Balance: profit, to partners’ capitals | Balance: loss, to partners’ capitals |
| Item in the balance sheet | Where it goes on dissolution |
|---|---|
| Cash and bank balances | Stay in the Cash/Bank Account |
| Partner’s loan to the firm | Paid from the bank, after outside liabilities |
| Partners’ capitals and current accounts | Capital accounts, closed at the end |
| General Reserve; Profit and Loss credit balance | Credited to capitals, profit-sharing ratio |
| Profit and Loss debit balance; deferred revenue expenditure | Debited to capitals, profit-sharing ratio |
| Particulars | Dr (₹) | Cr (₹) |
|---|---|---|
| Realisation A/c Dr | 3,50,000 | |
| To Building A/c | 1,00,000 | |
| To Machinery A/c | 1,00,000 | |
| To Furniture A/c | 30,000 | |
| To Stock A/c | 70,000 | |
| To Debtors A/c | 50,000 | |
| (Being assets transferred to the Realisation Account) | ||
| Provision for Doubtful Debts A/c Dr | 2,000 | |
| Creditors A/c Dr | 60,000 | |
| Bills Payable A/c Dr | 20,000 | |
| To Realisation A/c | 82,000 | |
| (Being provision and outside liabilities transferred to the Realisation Account) |
Key terms
- Realisation Account
Nominal account prepared on dissolution to find the profit or loss on realising assets and settling liabilities.
- Fictitious asset
A debit balance with no realisable value, such as a Profit and Loss debit balance or advertisement suspense.
5. Realising assets, paying liabilities, takeovers and unrecorded items
| Event | Entry |
|---|---|
| Asset sold (recorded or unrecorded) | Bank A/c Dr, To Realisation A/c |
| Asset taken over by a partner | Partner’s Capital A/c Dr, To Realisation A/c |
| Liability paid (amount actually paid) | Realisation A/c Dr, To Bank A/c |
| Liability taken over by a partner | Realisation A/c Dr, To Partner’s Capital A/c |
| Unrecorded liability paid | Realisation A/c Dr, To Bank A/c |
| Creditor accepts an asset in full settlement | No entry |
| Creditor accepts an asset and some cash | Realisation A/c Dr, To Bank A/c (cash only) |
The profit or loss on realisation = credit total − debit total, shared in the profit-sharing ratio.
| Dr: Particulars | ₹ | Cr: Particulars | ₹ |
|---|---|---|---|
| To Building A/c | 1,00,000 | By Provision for Doubtful Debts A/c | 2,000 |
| To Machinery A/c | 1,00,000 | By Creditors A/c | 60,000 |
| To Furniture A/c | 30,000 | By Bills Payable A/c | 20,000 |
| To Stock A/c | 70,000 | By Bank A/c (Building realised) | 1,34,000 |
| To Debtors A/c | 50,000 | By Bank A/c (Machinery realised) | 92,000 |
| To Bank A/c (Creditors paid) | 58,000 | By Bank A/c (Debtors realised) | 46,000 |
| To Bank A/c (Bills Payable paid) | 20,000 | By Bank A/c (unrecorded computer sold) | 5,000 |
| To Bank A/c (realisation expenses paid) | 4,000 | By Asha's Capital A/c (Furniture taken over) | 25,000 |
| To Asha's Capital A/c (profit) | 9,000 | By Charu's Capital A/c (Stock taken over) | 66,000 |
| To Bhavesh's Capital A/c (profit) | 6,000 | ||
| To Charu's Capital A/c (profit) | 3,000 | ||
| Total | 4,50,000 | Total | 4,50,000 |
| Transaction | Journal entry | Effect on the partner |
|---|---|---|
| Partner takes over an asset | Partner’s Capital A/c Dr, To Realisation A/c | Gets less cash at the end |
| Partner takes over (pays) a liability | Realisation A/c Dr, To Partner’s Capital A/c | Gets more cash at the end |
| Partner pays expenses for the firm | Realisation A/c Dr, To Partner’s Capital A/c | Gets more cash at the end |
| Unrecorded item | What happens | Journal entry |
|---|---|---|
| Asset | Sold for cash | Bank A/c Dr, To Realisation A/c |
| Asset | Taken over by a partner | Partner’s Capital A/c Dr, To Realisation A/c |
| Liability | Paid by the firm | Realisation A/c Dr, To Bank A/c |
| Liability | Paid by a partner | Realisation A/c Dr, To Partner’s Capital A/c |
| How the creditor is settled | Entry |
|---|---|
| Accepts an asset in full settlement | No entry |
| Accepts an asset plus some cash | Realisation A/c Dr, To Bank A/c (cash part only) |
| Accepts an asset worth more than the claim and pays the difference | Bank A/c Dr, To Realisation A/c (cash received) |
Key terms
- Unrecorded asset
An asset not shown in the books (for example, fully written off) that still has value on dissolution.
- Profit on realisation
Excess of the credit side of the Realisation Account over its debit side.
6. Realisation expenses and remuneration to a partner
Two questions: who bears the expense, and who pays it?
- Firm bears, firm pays → Realisation A/c Dr, To Bank A/c.
- Firm bears, partner pays → Realisation A/c Dr, To Partner’s Capital A/c.
- Partner bears, firm pays → Partner’s Capital A/c Dr, To Bank A/c.
- Partner bears, partner pays → no entry.
Remuneration to a partner for winding up (with expenses to be borne by him): Realisation A/c Dr, To Partner’s Capital A/c with the remuneration only; the expenses follow the partner-bears rows above.
| Case | Entry |
|---|---|
| Firm bears and firm pays | Realisation A/c Dr, To Bank A/c |
| Firm bears, a partner pays | Realisation A/c Dr, To Partner’s Capital A/c |
| A partner bears, firm pays | Partner’s Capital A/c Dr, To Bank A/c |
| A partner bears and pays himself | No entry |
| Partner gets remuneration and bears expenses | Realisation A/c Dr, To Partner’s Capital A/c (remuneration); expenses as in rows 3 or 4 |
| Particulars | Dr (₹) | Cr (₹) |
|---|---|---|
| Realisation A/c Dr | 5,000 | |
| To Gautam's Capital A/c | 5,000 | |
| (Being remuneration allowed to Gautam for winding up the firm) |
Key terms
- Realisation expenses
Costs of winding up the firm, such as legal fees, advertising the sale and brokerage.
- Remuneration for dissolution
A fixed sum allowed to a partner for carrying out the dissolution; a cost to the firm.
7. Partners’ capital and loan accounts, and the Bank Account
Capital accounts: opening balance (and current accounts) → reserves Cr / accumulated losses Dr → realisation profit Cr or loss Dr → assets taken over Dr → liabilities and expenses paid by the partner Cr → close.
- Debit balance: Bank A/c Dr, To Partner’s Capital A/c (cash brought in).
- Credit balance: Partner’s Capital A/c Dr, To Bank A/c (final payment).
Partner’s loan: Partner’s Loan A/c Dr, To Bank A/c, paid after outside liabilities and before capitals.
Bank Account: opening balance + cash from assets + cash brought in = liabilities and expenses paid + loans + capitals. It closes at nil.
| Dr: Particulars | Asha | Bhavesh | Charu | Cr: Particulars | Asha | Bhavesh | Charu |
|---|---|---|---|---|---|---|---|
| To Realisation A/c (assets taken over) | 25,000 | — | 66,000 | By Balance b/d | 1,20,000 | 80,000 | 40,000 |
| To Bank A/c | 1,16,000 | 94,000 | — | By General Reserve A/c | 12,000 | 8,000 | 4,000 |
| By Realisation A/c (profit) | 9,000 | 6,000 | 3,000 | ||||
| By Bank A/c (cash brought in) | — | — | 19,000 | ||||
| Total | 1,41,000 | 94,000 | 66,000 | Total | 1,41,000 | 94,000 | 66,000 |
| Dr: Particulars | ₹ | Cr: Particulars | ₹ |
|---|---|---|---|
| To Balance b/d | 26,000 | By Realisation A/c (liabilities paid) | 78,000 |
| To Realisation A/c (assets realised) | 2,77,000 | By Realisation A/c (realisation expenses) | 4,000 |
| To Charu's Capital A/c (cash brought in) | 19,000 | By Bhavesh's Loan A/c | 30,000 |
| By Asha's Capital A/c | 1,16,000 | ||
| By Bhavesh's Capital A/c | 94,000 | ||
| Total | 3,22,000 | Total | 3,22,000 |
Key terms
- Final payment
Cash paid to a partner to close his capital account after all adjustments.
- Cash brought in
Cash a partner pays into the firm to make good a debit balance in his capital account.
Exam tips
Common mistakes
- Transferring cash, bank, a partner’s loan or reserves to the Realisation Account.
- Transferring debtors at the net figure and crediting the provision (counting it twice).
- Recording an entry when a creditor accepts an asset in full settlement.
- Debiting Realisation with expenses that a partner must bear.
- Paying capitals before partners’ loans, or paying a partner before another partner’s debit balance is made good.
- A Bank Account that does not close at nil: an item has been missed.
How marks are usually awarded
- 1 mark: correct option or entry.
- 3 marks: three journal entries, or a distinction on three bases.
- 4 marks: a Realisation Account, or a set of four entries with step marks.
- 6 marks: Realisation Account (about 2–3) + capital accounts (about 2) + Bank Account (about 1), or a full set of journal entries.
Not in the 2026–27 syllabus: piecemeal distribution of cash, sale of a firm to a company, and insolvency of partners (including its accounting treatment) are excluded from this chapter and are not examined.
Figures in SOYL practice are imagined; your board paper will give its own.