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HMRC internal manual

# Example 2: Revaluation of an asset followed by a change in fractional sharing ratios

### Facts

A and B carry on a business in partnership and hold equal interests in partnership assets.

The partnership owns a freehold property that it acquired for £400,000 but which, following a revaluation, is included in the balance sheet at £600,000.

The surplus on revaluation of the property, (£600,000 - £400,000) £200,000, was credited to the partners’ capital accounts:

 Partner A £200,000 x 50% = £100,000 Partner B £200,000 x 50% = £100,000

The only other partnership asset was goodwill which had no cost of acquisition and was not included in the balance sheet.

The partners’ CG base costs are:

 Freehold property Goodwill Partner A £400,000 x 50% = £200,000 Nil x 50% = Nil Partner B £400,000 x 50% = £200,000 Nil x 50% = Nil

### Disposals

1) The partners change their fractional interests to:

 A 40% B 60%

No consideration passes from B to A for his acquisition of a further 10% interest in the property and goodwill.

2) The partnership subsequently disposes of its business as a going concern for £1.2m. The disposal proceeds are apportioned as to:

 Freehold property £800,000 Goodwill £200,000 Fixtures £100,000 Stock £100,000

The surpluses on sale of (£800,000 - £600,000) £200,000 for the freehold property and (£200,000 - nil) £200,000 for goodwill were credited to the partners’ capital accounts as to:

 Freehold property Goodwill Partner A £200,000 x 40% = £80,000 £200,000 x 40% = £80,000 Partner B £200,000 x 60% = £120,000 £200,000 x 60% = £120,000

### Analysis

1) Change in sharing ratios

Paragraph 4 of SP D12 applies to the calculation of the gain accruing to A on the disposal of a 10% interest in the asset, see CG27500.

The CG computation for A’s disposal is:

 Partner A Property Goodwill Disposal consideration based on BSV

Property £600,000 x 10%

 Goodwill Nil x 10%

£60,000

 Nil Acquisition costs

Property £200,000 x 10%/50%

 Goodwill Nil x 10%/50%

£40,000

 Nil Gain £20,000 No gain/no loss

Note that A’s gain on the property is equal to the proportion of his share of the surplus on revaluation that is equivalent to the interest that has been disposed of, that is, £100,000 x 10%/50% = £20,000. At this point in time there is no disposal in respect of the remainder of his 40% interest which he still owns.

CG base costs to carry forward:

 Property Goodwill Partner A £200,000 - £40,000 = £160,000 Nil - Nil = Nil Partner B £200,000 + £60,000 = £260,000 Nil + Nil = Nil

Note that B is treated as having acquired his additional 10% interest for an amount equal to the disposal consideration taken into account for A.