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Reconstitution of Partnership: Retirement and Death of a Partner — Notes

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1. Retirement and death of a partner

A partner who leaves reconstitutes the firm: the old agreement ends, the remaining partners carry on, and the books are adjusted rather than closed.

  • Retirement (Section 32, Indian Partnership Act, 1932): with the consent of all the other partners, under an express agreement, or by written notice in a partnership at will. A retired partner remains liable to third parties for acts of the firm until public notice of his retirement is given.
  • Death: subject to the deed, death dissolves the firm (Section 42); most deeds therefore provide that the surviving partners continue.
  • The outgoing partner (or his executor) is entitled to his capital and his share of everything the firm earned or built up while he was a partner.

Matters settled: new and gaining ratios; goodwill; revaluation; reserves and accumulated profits or losses; profit till death (on death); amount due and its payment; capitals and the new Balance Sheet.

Not in the ISC 2027 syllabus for this chapter: memorandum revaluation account, and joint life and individual life policies.

Indian Partnership Act, 1932.
PointRetirementDeath
How it happensWith the consent of all other partners, under an express agreement, or by notice in a partnership at will (Section 32)Dissolves the firm unless the deed provides that the others carry on (Section 42)
WhenUsually at the end of an accounting yearAny day of the year: profit till death must be worked out
Who is paidThe retiring partnerThe deceased partner's executor (legal representative)
Unpaid balanceRetiring partner's Loan A/cExecutor's Loan A/c
What is settled when a partner leaves

Key terms

Retirement

Withdrawal of a partner from a firm whose business is carried on by the remaining partners.

Executor

The legal representative who receives a deceased partner's dues on behalf of his estate.

2. New ratio and gaining ratio

Gain = new share − old share. A negative result is a sacrifice by a continuing partner.

TermsNew share
Nothing agreedIn the old ratio of the continuing partners (gaining ratio = their old ratio)
A fraction of the firm acquiredOld share + fraction acquired
Outgoing share taken in a given ratioOld share + outgoing share × his part of that ratio
New ratio statedAs stated; compute every gain (one may be negative)

Checks: new shares add up to 1; gains minus any sacrifices equal the outgoing partner's share.

In every case: gain = new share − old share.
Terms on which the outgoing share is takenNew share of a continuing partnerGain
Nothing agreedIn the old ratio of the continuing partnersGaining ratio = their old ratio
A stated fraction of the firm is acquiredOld share + that fractionThe fraction acquired
The outgoing share is taken in a given ratioOld share + outgoing share × his part of that ratioGaining ratio = the given ratio
New ratio statedRead from the stated ratioNew − old: may be negative (a sacrifice)
Nothing agreed: the continuing partners keep their old ratio.
Partner (Gulmohar Marble Polishers, imagined)Old shareNew shareGain (new − old)
Anshuman1/2 = 6/123/4 = 9/121/4 = 3/12
Chiranjeev1/6 = 2/121/4 = 3/121/12 = 1/12
Bhairavi (retires)1/3 = 4/12—Gives up 4/12
RatiosNew 3 : 1Gaining 3 : 1
Shares before and after Bhairavi retires (worked example 1).
Devyani's 4/10 = Edwin's 1/10 + Gajendra's 3/10.
Partner (Kesar Coir Mats, imagined)Old shareNew shareGain
Edwin2/5 = 4/101/2 = 5/101/10
Gajendra1/5 = 2/101/2 = 5/103/10
Gaining ratio1 : 3
Table contrasting the sacrificing ratio, which arises on admission and is old share minus new share, with the gaining ratio, which arises on retirement or death and is new share minus old share
BasisSacrificing ratioGaining ratio
Arises onAdmission (or a change in ratio)Retirement or death (or a change in ratio)
FormulaOld share − new shareNew share − old share
Used toCredit the newcomer's premium to those who give up profitCharge the outgoing partner's goodwill to those who gain

Key terms

Gaining ratio

Ratio in which the continuing partners acquire the outgoing partner's share.

Sacrificing ratio

Ratio in which partners give up shares; on retirement it matters only if a continuing partner loses.

3. Goodwill, book goodwill and hidden goodwill

Accounting Standard 26: no goodwill account is raised.

  • Outgoing partner's share = firm's goodwill × his share. Entry: Gaining partners' Capital A/cs Dr. (gaining ratio) To outgoing partner's Capital A/c.
  • A continuing partner who sacrifices is credited too, with sacrifice × goodwill; the gainers pay both.
  • Book goodwill: All partners' Capital A/cs Dr. (old ratio) To Goodwill A/c, before anything else.
  • Hidden goodwill: agreed settlement − his capital after all other adjustments = his share; firm's goodwill = his share ÷ his profit share.
Why the gaining partners pay
Journal of worked example three: Jaiveer's capital debited 45,000 rupees, crediting Kaustubh's capital 30,000 and Hiranmayi's capital 15,000, because Hiranmayi also gives up a tenth
ParticularsDr (₹)Cr (₹)
Jaiveer's Capital A/c Dr.45,000
To Kaustubh's Capital A/c30,000
To Hiranmayi's Capital A/c15,000
(Being Kaustubh's share of goodwill and Hiranmayi's sacrifice charged to Jaiveer, who gains 3/10)
Book goodwill and hidden goodwill
Entry: Mayank's and Nivedita's Capital A/cs Dr. ₹9,000 each To Omesh's Capital A/c ₹18,000.
Step (Taragarh Pickle House, imagined)Working₹
Settlement agreed for Omeshgiven92,000
Omesh's capital after all other adjustmentsgiven74,000
His share of hidden goodwill92,000 − 74,00018,000
Firm's goodwill18,000 ÷ 1/590,000
Charged 1 : 1Mayank 9,000, Nivedita 9,00018,000

Key terms

Hidden goodwill

Goodwill not stated in the terms but revealed by a settlement larger than the outgoing partner's adjusted capital.

Gaining partner

A continuing partner whose share rises; he compensates the outgoing partner for goodwill.

4. Revaluation, reserves and accumulated losses

Revaluation Account: losses (fall in assets, rise in or new liabilities, new provisions) on the debit side; gains on the credit side; the balance goes to all partners in the old ratio.

Reserves and accumulated profits or losses, all partners, old ratio:

  • General reserve, credit balance of profit and loss: Reserve A/c Dr. To all partners' Capital A/cs.
  • Debit balance of profit and loss, advertisement suspense: all partners' Capital A/cs Dr. To the account.
  • Workmen compensation reserve: claim first (Workmen Compensation Claim A/c); balance credited; excess claim debited to Revaluation A/c.
  • Investment fluctuation reserve: fall in investments first; balance credited; excess fall debited to Revaluation A/c.
Also called the Profit and Loss Adjustment Account.
Debit side (losses)Credit side (gains)
Fall in the value of an assetRise in the value of an asset
Rise in a liability; unrecorded liabilityFall in a liability; unrecorded asset
New or higher provisionProvision no longer needed
Balance: profit to all partners (old ratio)Balance: loss to all partners (old ratio)
Balance Sheet as at 31 March 2026 (horizontal form).
Liabilities₹Assets₹
Creditors72,000Bank40,000
General Reserve36,000Debtors60,000
Workmen Compensation Reserve15,000Stock75,000
Anshuman's Capital1,80,000Machinery1,10,000
Bhairavi's Capital1,20,000Premises1,80,000
Chiranjeev's Capital75,000Furniture21,000
Advertisement Suspense12,000
Total4,98,000Total4,98,000
Revaluation account of Gulmohar Marble Polishers: machinery 11,000, provision 3,000 and outstanding rent 1,000 on the debit side; premises 27,000 on the credit side; profit 12,000 rupees shared three to two to one
Dr. Particulars₹Cr. Particulars₹
To Machinery A/c (depreciation)11,000By Premises A/c (increase)27,000
To Provision for Doubtful Debts A/c3,000
To Outstanding Rent A/c1,000
To Anshuman's Capital A/c (profit)6,000
To Bhairavi's Capital A/c (profit)4,000
To Chiranjeev's Capital A/c (profit)2,000
Total27,000Total27,000
Table of reserves on retirement or death: reserves and credit balances are credited, and accumulated losses and deferred revenue expenditure debited, to all the partners in the old ratio; special reserves first meet the claim or the fall
Item in the balance sheetTreatment on retirement or death
General reserve, credit balance of profit and lossCredited to all partners' capitals, old ratio
Debit balance of profit and loss, advertisement suspenseDebited to all partners' capitals, old ratio
Workmen compensation reserveClaim first; balance credited; excess claim a revaluation loss
Investment fluctuation reserveFall in investments first; balance credited; excess fall a revaluation loss
Journal of worked example six: general reserve 36,000 credited three to two to one; workmen compensation reserve 15,000 meets the claim of 9,000 and the balance 6,000 is credited; advertisement suspense 12,000 debited three to two to one
ParticularsDr (₹)Cr (₹)
(i) General Reserve A/c Dr.36,000
To Anshuman's Capital A/c18,000
To Bhairavi's Capital A/c12,000
To Chiranjeev's Capital A/c6,000
(Being general reserve credited to all the partners in 3 : 2 : 1)
(ii) Workmen Compensation Reserve A/c Dr.15,000
To Workmen Compensation Claim A/c9,000
To Anshuman's Capital A/c3,000
To Bhairavi's Capital A/c2,000
To Chiranjeev's Capital A/c1,000
(Being claim provided and the balance of the reserve credited in 3 : 2 : 1)
(iii) Anshuman's Capital A/c Dr.6,000
Bhairavi's Capital A/c Dr.4,000
Chiranjeev's Capital A/c Dr.2,000
To Advertisement Suspense A/c12,000
(Being advertisement suspense written off in 3 : 2 : 1)

Key terms

Revaluation Account

Nominal account recording gains and losses on revaluing assets and liabilities at reconstitution.

Deferred revenue expenditure

Revenue expenditure carried on the assets side, such as advertisement suspense; a past loss shared in the old ratio.

5. Deceased partner's share of profit till death

  • Time basis: base profit (last year's, or an average of past years) × months to death ÷ 12 × his share.
  • Turnover basis: rate = last year's profit ÷ last year's sales; profit to death = sales to death × rate; × his share.

Recording

  • Profit and Loss Suspense A/c Dr. To deceased partner's Capital A/c. The suspense account is closed when the year's profit is divided; if a balance sheet is drawn up on the date of death it appears among the assets.
  • Or: gaining partners' Capital A/cs Dr. (gaining ratio) To deceased partner's Capital A/c.

Interest on capital, drawings and interest on drawings are also taken up to the date of death.

Table of the two bases of profit till death: on the time basis, the base profit times the months to death over twelve times his share; on the turnover basis, sales to death times last year's rate of profit on sales times his share
BasisWorking
Time (last year or an average)Base profit × months to death ÷ 12 × his share
Turnover (sales)Sales to death × (last year's profit ÷ last year's sales) × his share
The deed of Ambika Zari Works chooses the time basis.
Ambika Zari Works (imagined)Time basisTurnover basis
BaseLast year's profit 2,40,000Rate = 2,40,000 ÷ 16,00,000 = 15%
Profit to 31 July 20262,40,000 × 4/12 = 80,00015% of 6,00,000 = 90,000
Vanraj's 1/420,00022,500
Table of the two ways of recording profit till death: through the profit and loss suspense account, which is an asset until the year's profit is divided, or by debiting the gaining partners in their gaining ratio
MethodEntry
Profit and Loss SuspenseProfit and Loss Suspense A/c Dr. To deceased partner's Capital A/c (closed when the year's profit is divided; an asset if a balance sheet is drawn up on the date of death)
Through the gaining partnersGaining partners' Capital A/cs Dr. (gaining ratio) To deceased partner's Capital A/c

Key terms

Profit and Loss Suspense Account

Account debited with a deceased partner's share of profit till death until the year's profit is known.

Turnover basis

Profit till death worked out from sales to death at last year's rate of profit on sales.

6. Adjustment of the continuing partners' capitals

  1. Find the total capital of the new firm: as agreed, or their adjusted capitals + the cash needed (amount paid to the outgoing partner + minimum bank balance − bank available).
  2. Required capital = total × new share.
  3. Compare with each partner's capital after all adjustments: a shortfall is brought in (Bank A/c Dr. To Capital A/c); a surplus is withdrawn (Capital A/c Dr. To Bank A/c) or credited to a current account.

When cash is brought in to pay the outgoing partner, the amounts brought in add up to the cash needed.

Capitals in the new ratio
(b) Cash needed = 96,000 to Tejpal + 20,000 minimum − 26,000 in the bank = 90,000.
Kadamba Cane Furniture (imagined)Rituraj (3/5)Sharvari (2/5)
Capital after all adjustments1,64,0001,31,000
(a) Total fixed at 3,00,000: required1,80,0001,20,000
(a) CashBrings 16,000Withdraws 11,000
(b) Total = 2,95,000 + 90,000 = 3,85,000: required2,31,0001,54,000
(b) Cash brought in67,00023,000

Key terms

Required capital

A continuing partner's share of the new firm's total capital, in the new ratio.

Minimum bank balance

The cash the partners agree to keep in the business after paying the outgoing partner.

7. Amount due, loan account and executor's account

Amount due = closing balance of the outgoing partner's capital account (see the table).

Settlement: paid by bank; transferred to his Loan A/c; or both. If unpaid with no agreement, Section 37 gives him, at his option, the share of profits attributable to the use of his share of the property, or interest at 6% per annum on it.

Loan account (instalments with interest): interest on the balance outstanding is credited to the loan account (Interest A/c Dr. To Loan A/c); each instalment plus interest is paid (Loan A/c Dr. To Bank A/c). Interest for months already run at the year end is credited even when payable later — interest accrued but not due — and is carried down in the balance; interest credited on the instalment date is accrued and due.

Death: the balance of the deceased partner's capital account is transferred to his Executor's A/c, which is paid by bank and/or transferred to the Executor's Loan A/c.

Table of what makes up the amount due to an outgoing partner: credits for capital, revaluation profit, reserves, his share of goodwill, interest on capital and, on death, profit till death; debits for losses, drawings and interest on drawings
Added to his capital (credit)Deducted (debit)
Opening capital (and current account credit)Current account debit balance; drawings
Share of revaluation profitShare of revaluation loss
Share of reserves and undistributed profitShare of accumulated losses, advertisement suspense, book goodwill
Share of goodwill (from the gaining partners)Interest on drawings
Interest on capital; on death, profit till deathBalance: amount due
Table of the modes of settling the amount due: paid at once through the bank, transferred to a loan, partly each, instalments with interest, and the Section thirty-seven option of a share of profits or interest at six per cent when nothing is agreed
How the amount due is settledEntry
Paid at onceOutgoing partner's Capital A/c Dr. To Bank A/c
Left with the firm as a loanOutgoing partner's Capital A/c Dr. To his Loan A/c
Partly paid, partly loanBoth entries
Instalment with interestInterest A/c Dr. To Loan A/c; Loan A/c Dr. To Bank A/c
Unpaid with no agreementSection 37: share of profit from his share of property, or 6% per annum interest, at his option
Partners' capital accounts of Gulmohar Marble Polishers: all three credited with revaluation profit and reserves and debited with advertisement suspense; Anshuman and Chiranjeev debited 30,000 and 10,000 for goodwill; Bhairavi's 1,74,000 settled by bank 34,000 and loan 1,40,000 rupees
Dr. ParticularsAnshuman (₹)Bhairavi (₹)Chiranjeev (₹)Cr. ParticularsAnshuman (₹)Bhairavi (₹)Chiranjeev (₹)
To Advertisement Suspense A/c6,0004,0002,000By Balance b/d1,80,0001,20,00075,000
To Bhairavi's Capital A/c30,00010,000By Revaluation A/c (profit)6,0004,0002,000
To Bank A/c34,000By General Reserve A/c18,00012,0006,000
To Bhairavi's Loan A/c1,40,000By Workmen Compensation Reserve A/c3,0002,0001,000
By Anshuman's Capital A/c30,000
To Balance c/d1,71,00072,000By Chiranjeev's Capital A/c10,000
Total2,07,0001,78,00084,000Total2,07,0001,78,00084,000
Bhairavi's loan account over four years: 1,40,000 rupees credited on retirement; each year interest at ten per cent on the balance is credited and an instalment of 35,000 plus that interest is paid, so payments fall from 49,000 to 38,500
DateDr. Particulars₹DateCr. Particulars₹
31 Mar 2027To Bank A/c49,00031 Mar 2026By Bhairavi's Capital A/c1,40,000
31 Mar 2027To Balance c/d1,05,00031 Mar 2027By Interest A/c14,000
Total1,54,000Total1,54,000
31 Mar 2028To Bank A/c45,5001 Apr 2027By Balance b/d1,05,000
31 Mar 2028To Balance c/d70,00031 Mar 2028By Interest A/c10,500
Total1,15,500Total1,15,500
31 Mar 2029To Bank A/c42,0001 Apr 2028By Balance b/d70,000
31 Mar 2029To Balance c/d35,00031 Mar 2029By Interest A/c7,000
Total77,000Total77,000
31 Mar 2030To Bank A/c38,5001 Apr 2029By Balance b/d35,000
31 Mar 2030By Interest A/c3,500
Total38,500Total38,500
Prasoon's loan account: 90,000 rupees from thirtieth September; on each thirty-first March six months' interest is credited although not yet due; each thirtieth September an instalment of 30,000 is paid with a full year's interest; payments 39,000, 36,000, 33,000
DateDr. Particulars₹DateCr. Particulars₹
31 Mar 2027To Balance c/d94,50030 Sep 2026By Prasoon's Capital A/c90,000
31 Mar 2027By Interest A/c4,500
Total94,500Total94,500
30 Sep 2027To Bank A/c39,0001 Apr 2027By Balance b/d94,500
31 Mar 2028To Balance c/d63,00030 Sep 2027By Interest A/c4,500
31 Mar 2028By Interest A/c3,000
Total1,02,000Total1,02,000
30 Sep 2028To Bank A/c36,0001 Apr 2028By Balance b/d63,000
31 Mar 2029To Balance c/d31,50030 Sep 2028By Interest A/c3,000
31 Mar 2029By Interest A/c1,500
Total67,500Total67,500
30 Sep 2029To Bank A/c33,0001 Apr 2029By Balance b/d31,500
30 Sep 2029By Interest A/c1,500
Total33,000Total33,000
Table of the death of a partner: goodwill, revaluation and reserves are dealt with as on retirement; profit till death on the time or turnover basis; interest and drawings up to the date of death; the balance goes to the executor's account and is paid or kept as the executor's loan
On the death of a partnerHow it is handled
Goodwill, revaluation, reservesAs on retirement, on the date of death
Profit from the start of the year to deathTime or turnover basis (as the deed says)
Interest on capital, drawings, interest on drawingsUp to the date of death
Balance of his capital accountTransferred to his Executor's A/c
Executor paid or not paidBank A/c, or Executor's Loan A/c with interest
Vanraj's capital account: credited with his capital, reserve, goodwill from Yogendra and Zulekha, profit till death and interest on capital; debited with drawings and interest on drawings; balance 2,10,700 rupees transferred to his executor's account
Dr. Particulars₹Cr. Particulars₹
To Drawings A/c12,000By Balance b/d1,50,000
To Interest on Drawings A/c300By General Reserve A/c10,000
To Vanraj's Executor's A/c2,10,700By Yogendra's Capital A/c20,000
By Zulekha's Capital A/c20,000
By Profit and Loss Suspense A/c20,000
By Interest on Capital A/c3,000
Total2,23,000Total2,23,000
Vanraj's executor's account: credited with 2,10,700 rupees from his capital account; debited with 60,700 paid by bank and 1,50,000 kept as the executor's loan
Dr. Particulars₹Cr. Particulars₹
To Bank A/c60,700By Vanraj's Capital A/c2,10,700
To Vanraj's Executor's Loan A/c1,50,000
Total2,10,700Total2,10,700

Key terms

Interest accrued but not due

Interest earned by the year end on an outstanding loan that is payable only with a later instalment.

Executor's Loan Account

The deceased partner's dues left in the firm, repaid to his executor with interest.

8. Balance Sheet after retirement or death (horizontal form)

Prepared in horizontal form, liabilities and capitals on the left, assets on the right.

  • Liabilities: creditors and other outside liabilities, any claim or outstanding expense brought in, the retiring partner's loan or executor's loan, and the continuing partners' closing capitals.
  • Assets: revised values (debtors less provision), the bank after payments and any cash brought in, and Profit and Loss Suspense if used on death.
  • Gone: reserves, accumulated losses, advertisement suspense and book goodwill.

Check: both sides total; if not, recompute the bank.

Table of the balance sheet after retirement or death in horizontal form: liabilities include the retiring partner's or executor's loan and the continuing capitals; assets are at revised values with the bank after payments and any profit and loss suspense; reserves, losses and book goodwill disappear
Balance sheet after retirement or death (horizontal)Shows
LiabilitiesOutside liabilities (with any claim or outstanding expense brought in), retiring partner's loan or executor's loan, continuing partners' capitals
AssetsAssets at revised values (debtors net of provision); bank after payments and cash brought in; Profit and Loss Suspense if used on death
RemovedReserves, accumulated losses, advertisement suspense and book goodwill, once shared out
Horizontal form: reserves gone, loan in, revised values.
Liabilities₹Assets₹
Creditors72,000Bank6,000
Workmen Compensation Claim9,000Debtors 60,000 less provision 3,00057,000
Outstanding Rent1,000Stock75,000
Bhairavi's Loan1,40,000Machinery99,000
Anshuman's Capital1,71,000Premises2,07,000
Chiranjeev's Capital72,000Furniture21,000
Total4,65,000Total4,65,000

Key terms

Reconstituted firm

The firm carried on by the continuing partners under their new agreement.

Horizontal form

Balance sheet with liabilities and capitals on the left and assets on the right.

Exam tips

Common mistakes

  • Assuming the gaining ratio is the old ratio when a new ratio is stated.
  • Forgetting a continuing partner who sacrifices and must be credited for goodwill.
  • Sharing revaluation, reserves or losses only among the continuing partners; the outgoing partner shares them too.
  • Opening a goodwill account, or leaving book goodwill in the balance sheet.
  • Ignoring interest accrued but not due at the year end in a loan account.
  • Counting the months to death wrongly, or using the wrong basis for profit till death.
  • Showing Profit and Loss Suspense or the executor's loan on the wrong side; drawing the Balance Sheet in vertical form.

How marks are usually awarded (SOYL chapter tests on the ISC default pattern)

  • 1 mark: objective items.
  • 2 marks: a ratio calculation, hidden goodwill, profit till death with its entry, or a capital adjustment.
  • 3 marks: a Revaluation Account, a set of reserve entries, a loan account, or capital and executor's accounts.
  • 5 marks in parts, e.g. (a) 2 + (b) 3: ratios and goodwill with a Revaluation Account, or the amount due with a loan account.
  • Full practical (practice, 8 marks): Revaluation Account about 2, capital accounts about 3, Balance Sheet about 3; working notes earn step marks.

Figures in SOYL practice are imagined; your board paper will give its own.