ASC

ASC 323-30

Partnerships, Joint Ventures, and Limited Liability Entities

323 Investments—Equity Method and Joint Ventures

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ASC 323-30 extends equity method concepts to investments in unincorporated entities—partnerships, unincorporated joint ventures (undivided interests in ventures), and limited liability companies—that are outside the literal scope of Subtopic 323-10 (which addresses common stock of corporations). Investors generally apply the equity method by analogy when they can exercise significant influence over the investee (323-30-25-1), including the intra-entity profit elimination rules of 323-10-35-7. An LLC that maintains a specific ownership account for each investor is treated like a limited partnership interest in deciding between Topic 321 and the equity method (323-30-35-3).

Key points (7)
  • This Subtopic applies the criteria for equity method accounting to investments in partnerships, unincorporated joint ventures, and limited liability companies (323-30-15-2), following the scope of Section 323-10-15.
  • Investors in unincorporated entities generally account for their investments using the equity method by analogy to Subtopic 323-10 if the investor has the ability to exercise significant influence over the investee (323-30-25-1).
  • Elimination of intra-entity profits and the accounting for income taxes under paragraph 323-10-35-7 apply to unincorporated joint ventures (323-30-25-2) and to partnership interests (323-30-35-2).
  • Partnership profits and losses accrued by investor-partners are reflected in the investor's financial statements as described in paragraphs 323-10-45-1 through 45-2 (323-30-35-1).
  • Income taxes must be provided on profits accrued by investor-partners regardless of the tax basis used in the partnership return, because the tax liabilities relate directly to the partners; Topic 740 accounting applies (323-30-35-2).
  • An LLC that maintains a specific ownership account for each investor (similar to a partnership capital account) is viewed like a limited partnership investment when deciding whether a noncontrolling investment falls under Topic 321 or the equity method (323-30-35-3).
  • The Subtopic does not address investments in LLCs required to be accounted for as debt securities under paragraph 860-20-35-2 (323-30-15-4); discontinuance of the equity method for a limited partnership is addressed in 323-10-35-39.

For students. Exam questions often hinge on the fact that ASC 323-10 literally covers only common stock, so partnership and LLC interests get equity method treatment "by analogy" under 323-30—and the significant-influence threshold for limited partnerships is much lower (roughly more than 3–5%) than the 20% corporate presumption. A common misunderstanding is assuming the partnership's pass-through tax status eliminates deferred tax accounting; 323-30-35-2 requires taxes on accrued profits regardless of the partnership's tax basis.

Machine-generated study aid for ASC 323-30. Check the source paragraphs below.

323-30-00Status

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323-30-00-1
The following table identifies the changes made to this Subtopic.
ParagraphActionAccounting Standards UpdateDate
323-30-35-3AmendedAccounting Standards Update No. 2016-0101/05/2016
323-30-35-4AmendedAccounting Standards Update No. 2016-0101/05/2016
323-30-60-2SupersededAccounting Standards Update No. 2016-0101/05/2016

323-30-05Overview and Background

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323-30-05-1
This Subtopic provides guidance on applying the criteria for equity method accounting to investments in partnerships, unincorporated joint ventures, and limited liability companies.
323-30-05-2
See Section 323-10-05 for a discussion of the interaction of guidance in the multiple Subtopics within the Investments—Equity Method and Joint Ventures Topic.

323-30-15Scope and Scope Exceptions

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Overall Guidance

323-30-15-1
This Subtopic follows the same Scope and Scope Exceptions as outlined in the Overall Subtopic, see Section 323-10-15, with specific transaction qualifications noted below.

Transactions

323-30-15-2
This Subtopic provides guidance on applying the criteria for equity method accounting to investments in all of the following entities:
  1. a
    Partnerships
  2. b
    Unincorporated joint ventures
  3. c
    Limited liability companies.
323-30-15-3
Although Subtopic 323-10 applies only to investments in common stock of corporations and does not cover investments in partnerships and unincorporated joint ventures (also called undivided interests in ventures), many of the provisions of that Subtopic would be appropriate in accounting for investments in these unincorporated entities as discussed within this Subtopic.
323-30-15-4
This Subtopic does not provide guidance for investments in limited liability companies that are required to be accounted for as debt securities pursuant to paragraph 860-20-35-2.

323-30-25Recognition

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323-30-25-1
Investors in unincorporated entities such as partnerships and other unincorporated joint ventures generally shall account for their investments using the equity method of accounting by analogy to Subtopic 323-10 if the investor has the ability to exercise significant influence over the investee.
323-30-25-2
The elimination of intra-entity profits and the accounting for income taxes as provided for in paragraph 323-10-35-7 shall also apply to unincorporated joint ventures.

323-30-35Subsequent Measurement

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Partnership Profits and Losses

323-30-35-1
Partnership profits and losses accrued by investor-partners generally shall be reflected in their financial statements as described in paragraphs , respectively.
323-30-35-2
Likewise, most of the other provisions of Section 323-10-35 would be appropriate in accounting for a partnership interest, such as the elimination of intra-entity profits and losses (see paragraph 323-10-35-7). However, income taxes shall be provided on the profits accrued by investor-partners regardless of the tax basis employed in the partnership return. The tax liabilities applicable to partnership interests relate directly to the partners, and the accounting for income taxes generally contemplated by Topic 740 is appropriate.

Investment in a Limited Liability Company

323-30-35-3
An investment in a limited liability company that maintains a specific ownership account for each investor—similar to a partnership capital account structure—shall be viewed as similar to an investment in a limited partnership for purposes of determining whether a noncontrolling investment in a limited liability company shall be accounted for in accordance with the guidance in Topic 321 or the equity method.

Discontinuance of the Equity Method

323-30-35-4
Paragraph 323-10-35-39 provides guidance on discontinuance of the equity method for a limited partnership because the conditions in paragraph 970-323-25-6 are met.

323-30-60Relationships

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Receivables

323-30-60-1
For guidance on accounting for an acquisition, development, and construction arrangement, see the Acquisition, Development, and Construction Arrangements Subsection of Section 310-10-25.

Real Estate—General

323-30-60-3
For guidance on an investment in real estate or real estate development projects in a form that otherwise would be within the scope of this Subtopic, see Subtopic 970-323.

Collaborative Arrangements

323-30-60-4
For guidance on collaborative arrangements, see Topic 808.

323-30-S00StatusSEC

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323-30-S00-1
The following table identifies the changes made to this Subtopic.
ParagraphActionAccounting Standards UpdateDate
323-30-S99-1AmendedAccounting Standards Update No. 2010-0401/15/2010

323-30-S55Implementation Guidance and IllustrationsSEC

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Accounting for Limited Partnership Investments

323-30-S55-1
See paragraph 323-30-S99-1, SEC Staff Announcement: Accounting for Limited Partnership Investments, for SEC Staff views on when a limited partner may have "so minor" an interest that the equity method would not be required.

323-30-S99SEC MaterialsSEC

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SEC Staff Guidance

323-30-S99-1
The following is the text of SEC Staff Announcement: Accounting for Limited Partnership Investments.
  • The SEC staff's position on the application of the equity method to investments in limited partnerships is that investments in all limited partnerships should be accounted for pursuant to paragraph 970-323-25-6. That guidance requires the use of the equity method unless the investor's interest "is so minor that the limited partner may have virtually no influence over partnership operating and financial policies." The SEC staff understands that practice generally has viewed investments of more than 3 to 5 percent to be more than minor.

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