Buying Assets And Forming New Thai Co/partnership

[BackinBKK]

I am looking at buying over/partnering with an existing business with a sales price (Assets) of 8 Million Baht. We will be establishing a new Thai limited company with a REGISTERED capital of 2 Million Baht, together, which I will own 80% and the previous owner will own 20%. Obviously the registered capital and the actual value of the asset (the business in its entirety) are independent of eachother.

So, I will be paying the owner of the business 12,800,000 Baht for 80% shareholding of the new entity. He will continue to own 20% of the new business, however, I have the option to purchase the remaining 20% of the shares of the new entity within a certain period of time for 3,200,000 Baht (meaning I now would own 100%).

The question I have is regarding the registered capital. Is it acceptable by the Ministry of Commerce that the share capital be paid by the acquisition of the assets by the new company being formed? What would be required to show for this? The owner of the business wants to pledge his 20% capital by the assets and goodwill. Is there any problem with this?

Also, how do we account for the situation where we may need to inject further capital into the business for renovation, working capital, etc? If the injections were made by one shareholder, and not the other, how could we account for this seeing that the values of the shares on paper and the actual values are different?

Many thanks for any assistance.