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Financial Accounting · Conversion of Partnership Firm into a Company and Sale of Partnership Firm to a Company

Journal Entries in the Books of the Firm on Sale to a Company

Updated 10 October 2026 · Fact-checked

When a firm is sold to a company, the firm closes its books through a Realisation Account. You transfer the assets taken over and liabilities taken over to it, credit it with the purchase consideration, and add unrecorded items and expenses. The profit or loss goes to partners' capital accounts. Then you settle the capitals with the shares and cash received.

Understand Journal Entries in the Books of the Firm

When a company buys a partnership firm, the firm stops its business and the company carries it on. The firm is the vendor. It sells some or all of its assets and liabilities to the company and gets a purchase consideration in return. This is paid in shares, debentures, cash, or a mix.

The firm's books must now be closed. You do this the same way as in dissolution: open a Realisation Account. It shows whether the firm gained or lost on selling the business. Only items that the company takes over go into it. Assets the company does not take over stay out, and the partners keep them or sell them separately.

A Purchaser Company Account (the company's account in the firm's books) is opened to record what is due from the company. It is debited with the purchase consideration, and credited as the company pays in shares, debentures or cash. When the account is nil, the sale is fully settled.

The Realisation Account is debited with the book values of assets transferred and credited with the book values of liabilities transferred. The purchase consideration is credited. Any profit or loss is shared by the partners in their profit sharing ratio. Items not in the books (an unrecorded asset sold, or an unrecorded liability taken over) show up only at this stage, and realisation expenses paid by the firm are debited.

Finally, the partners' capital accounts are closed. Each partner receives shares and other consideration in settlement of the capital balance. The cash, shares and debentures received are shared as agreed, usually in the profit sharing ratio or in proportion to the amounts due to each partner.

Key rules to remember

Profit or loss on realisation
Credits (purchase consideration + liabilities and assets taken by partners, if any) − Debits (assets transferred + realisation expenses)
Rearranged the same way as the account balance. A credit balance is profit, a debit balance is loss. Share it in the profit sharing ratio.
Transfer of assets
Realisation A/c Dr. (book value) To Assets taken over
Use book values. Exclude cash and bank if the company does not take them over. Show the assets not taken over separately.
Transfer of liabilities
Liabilities taken over Dr. To Realisation A/c
Credit the book value of the liabilities the company assumes.
Purchase consideration due
Purchaser Company A/c Dr. To Realisation A/c
Record the agreed consideration in total, whether in shares, debentures or cash.
Receipt of consideration
Shares in Company A/c / Debentures A/c / Bank A/c Dr. To Purchaser Company A/c
Debit each type of consideration at the value stated in the agreement.
Realisation expenses paid by the firm
Realisation A/c Dr. To Bank A/c
If a partner pays them, credit that partner's capital account. If the company bears them, make no entry.
Profit or loss transfer
Realisation A/c Dr. To Partners' Capital A/cs (profit) or the reverse (loss)
Share it in the profit sharing ratio.
Closing partners' capital accounts
Partners' Capital A/cs Dr. To Shares in Company / Debentures / Bank
Close each capital account fully using the consideration received.

How to solve Journal Entries in the Books of the Firm questions

Follow this order and the accounts balance without hunting for errors.

  1. 1Read the agreement. List the assets and liabilities taken over, the purchase consideration and its form, and who bears realisation expenses.
  2. 2Open the Realisation Account. Debit the book values of assets taken over. Credit the book values of liabilities taken over. Leave out assets and liabilities that are not taken over.
  3. 3Credit the purchase consideration to the Realisation Account and debit the Purchaser Company Account.
  4. 4Record unrecorded assets and liabilities. An unrecorded asset taken over (or sold) is credited to Realisation only to the extent of what is realised. An unrecorded liability that the company assumes or settles is dealt with the same way.
  5. 5Record realisation expenses. Debit Realisation if the firm bears them. If a partner pays them, credit that partner's capital. If the company pays them, no entry.
  6. 6Record the receipt of consideration: debit Shares, Debentures or Bank, credit the Purchaser Company Account.
  7. 7Find the profit or loss on realisation and share it in the profit sharing ratio through the capital accounts.
  8. 8Transfer reserves, accumulated profits, losses and old partner loans to the capital accounts, then close the capital accounts by paying off in shares, debentures and cash. Check that the total of the Purchaser Company Account is nil and the Bank Account is nil.

Quickest way: Four-account shortcut for exam time

When to use it: Use it when the question asks for ledger accounts, or when the journal list is long and you are short of time.

  1. Draw the Realisation Account first. Post the assets and liabilities taken over, the consideration and any expenses, and find the profit or loss.
  2. Write the Purchaser Company Account directly: debit the consideration, credit shares, debentures and cash received. It must close to nil.
  3. Prepare the Partners' Capital Accounts with opening balances, reserves, profit or loss on realisation, and expenses paid by partners. The closing balance equals the consideration due to each partner.
  4. Check by tallying: total closing capitals should equal shares, debentures and cash received plus any assets the partners keep, less any firm liabilities that the partners themselves must settle.

Common mistakes in Journal Entries in the Books of the Firm

  • Transferring cash and bank, or assets not taken over, to the Realisation Account.

    Students move every asset by habit from dissolution problems.

    Fix: Read the agreement first. Only items the company takes over go to Realisation. Others stay on the books or pass to partners.

  • Treating the purchase consideration as a debit to Realisation.

    Confusing the firm's books with the company's books, where the consideration is the amount paid.

    Fix: In the firm's books the consideration is what the firm receives, so it is a credit to Realisation and a debit to the Purchaser Company Account.

  • Ignoring unrecorded assets or liabilities.

    They do not appear in the balance sheet, so they are easy to miss in the question text.

    Fix: Scan the notes for words like 'not recorded', 'not appearing in books', or 'unrecorded'. Credit Realisation with the amount received for an unrecorded asset, and pass the matching entry for an unrecorded liability that is paid off.

  • Debiting Realisation Account for realisation expenses that the company bears.

    Students assume all expenses belong to the firm.

    Fix: Check who bears them. If the company pays, there is no entry in the firm's books. If the firm pays, debit Realisation. If a partner pays, credit the partner's capital.

  • Forgetting to transfer reserves, accumulated profits and losses to partners' capital accounts.

    Students focus on Realisation and stop once the profit is found.

    Fix: Before closing capital accounts, transfer reserves, accumulated profits and losses in the profit sharing ratio.

  • Closing capital accounts with an amount that does not match the consideration received.

    Skipping the profit on realisation or expenses paid by a partner.

    Fix: Rebuild each capital account line by line and check that the total paid out equals the total shares, debentures and cash received, adjusted for assets partners take over.

Worked examples

Example 1

A and B share profits equally. Their balance sheet on 31 March shows: Capital A ₹3,00,000; Capital B ₹2,00,000; Creditors ₹1,00,000; Total ₹6,00,000. Assets: Land ₹2,00,000; Stock ₹1,50,000; Debtors ₹1,50,000; Cash ₹1,00,000. Total ₹6,00,000. Zenith Ltd takes over all assets except cash and takes over the creditors. Purchase consideration is ₹5,00,000, paid ₹2,00,000 in cash and the rest in fully paid equity shares of ₹10 each. Realisation expenses of ₹10,000 are paid by the firm. Pass journal entries and close the books.

Show the solution
  1. Assets taken over: land 2,00,000 + stock 1,50,000 + debtors 1,50,000 = ₹5,00,000. Creditors taken over: ₹1,00,000.
  2. Realisation A/c Dr. 5,00,000 To Land 2,00,000, To Stock 1,50,000, To Debtors 1,50,000.
  3. Creditors A/c Dr. 1,00,000 To Realisation A/c 1,00,000.
  4. Zenith Ltd A/c Dr. 5,00,000 To Realisation A/c 5,00,000.
  5. Bank A/c Dr. 2,00,000 and Equity Shares in Zenith Ltd A/c Dr. 3,00,000 To Zenith Ltd A/c 5,00,000.
  6. Realisation A/c Dr. 10,000 To Bank A/c 10,000.
  7. Realisation account: debits 5,00,000 + 10,000 = 5,10,000. Credits 1,00,000 + 5,00,000 = 6,00,000. Profit = ₹90,000.
  8. Realisation A/c Dr. 90,000 To A's Capital 45,000, To B's Capital 45,000.
  9. Capital balances: A = 3,00,000 + 45,000 = 3,45,000. B = 2,00,000 + 45,000 = 2,45,000. Total ₹5,90,000.
  10. Cash in hand: opening 1,00,000 + 2,00,000 received − 10,000 expenses = ₹2,90,000. Shares ₹3,00,000. Total available ₹5,90,000, which equals total capital.
  11. Settlement: Shares are shared in proportion to capital due. Shares 3,00,000 and cash 2,90,000 are shared so each partner receives the amount of their capital balance: A ₹3,45,000 and B ₹2,45,000. One fair split: A receives shares ₹1,75,000 and cash ₹1,70,000; B receives shares ₹1,25,000 and cash ₹1,20,000 (cash total 2,90,000, shares total 3,00,000).
  12. Partners' Capital A/cs Dr. 5,90,000 To Equity Shares in Zenith Ltd 3,00,000, To Bank 2,90,000.

Answer: Profit on realisation is ₹90,000 (₹45,000 each). Closing capitals are A ₹3,45,000 and B ₹2,45,000. Both are settled in full by shares ₹3,00,000 and cash ₹2,90,000.

Example 2

P and Q (profit sharing 3:2) sell their firm to Nila Ltd. Book values: Building ₹4,00,000; Stock ₹2,00,000; Debtors ₹1,00,000; Bank ₹50,000; Creditors ₹1,50,000; Capital P ₹3,50,000; Capital Q ₹2,50,000. Nila Ltd takes over building, stock and creditors only, for a purchase consideration of ₹4,80,000 in fully paid shares. P takes over debtors at ₹80,000. An unrecorded investment valued at ₹30,000 is sold to Q for ₹30,000. Q takes over the investment at that price. Pass the entries and find the profit or loss on realisation.

Show the solution
  1. Assets transferred to Realisation: building 4,00,000 + stock 2,00,000 + debtors 1,00,000 = ₹7,00,000. Creditors transferred: ₹1,50,000.
  2. Debtors are taken by P at ₹80,000. Credit Realisation with ₹80,000 and debit P's Capital.
  3. The unrecorded investment is taken by Q at ₹30,000. Credit Realisation with ₹30,000 and debit Q's Capital.
  4. Credits to Realisation: creditors 1,50,000 + purchase consideration 4,80,000 + P's debtors 80,000 + Q's investment 30,000 = ₹7,40,000.
  5. Debits to Realisation: assets 7,00,000.
  6. Profit on realisation = 7,40,000 − 7,00,000 = ₹40,000.
  7. Share 3:2: P gets ₹24,000 and Q gets ₹16,000.
  8. Capital P: 3,50,000 + 24,000 − 80,000 (debtors taken) = ₹2,94,000.
  9. Capital Q: 2,50,000 + 16,000 − 30,000 (investment taken) = ₹2,36,000.
  10. Total capital due = ₹5,30,000.
  11. Resources left: shares ₹4,80,000 + bank ₹50,000 = ₹5,30,000. This agrees.
  12. Entries: Nila Ltd A/c Dr. 4,80,000 To Realisation A/c 4,80,000. Shares in Nila Ltd A/c Dr. 4,80,000 To Nila Ltd A/c 4,80,000. Creditors A/c Dr. 1,50,000 To Realisation A/c 1,50,000. P's Capital A/c Dr. 80,000 To Realisation A/c 80,000. Q's Capital A/c Dr. 30,000 To Realisation A/c 30,000.
  13. Close capitals: P's Capital A/c Dr. 2,94,000 and Q's Capital A/c Dr. 2,36,000 To Shares in Nila Ltd 4,80,000, To Bank 50,000.

Answer: Profit on realisation is ₹40,000 (P ₹24,000, Q ₹16,000). P's closing capital is ₹2,94,000 and Q's is ₹2,36,000, settled by shares ₹4,80,000 and bank ₹50,000.

Exam tips

  • Read the agreement line by line and tick what the company takes over. Marks are lost mainly by moving the wrong items to Realisation.
  • Always show the Purchaser Company Account. It proves the consideration is fully received and earns step marks.
  • For MCQs, find profit or loss on realisation first. Most MCQs ask for it or for the capital balance after it.
  • Hunt for unrecorded assets and liabilities in the notes. They change the profit on realisation directly.
  • Finish with a capital account check: total capital due must equal shares, debentures and cash received, adjusted for assets partners keep.

Practice questions from Conversion of Partnership Firm into a Company and Sale of Partnership Firm to a Company

Journal Entries in the Books of the Firm in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Journal Entries in the Books of the Firm: frequently asked questions

Why is a Realisation Account opened when a firm is sold to a company?

It collects the assets and liabilities the company takes over and the consideration received. This shows the profit or loss on the sale, which is then shared by the partners in their profit sharing ratio.

Where does the purchase consideration appear in the firm's books?

It is credited to the Realisation Account and debited to the Purchaser Company Account. As the company pays in shares, debentures or cash, those are debited and the Purchaser Company Account is credited until it is nil.

How do you treat assets not taken over by the company?

Leave them out of the Realisation Account unless they are sold or taken by a partner. If a partner takes an asset, debit that partner's capital and credit Realisation with the agreed value. Any sale to outsiders is credited to Realisation.

Who bears realisation expenses?

It depends on the agreement. If the firm pays, debit Realisation and credit Bank. If a partner pays, credit that partner's capital. If the company pays them, the firm records nothing.