Are you sure you are trying to apply IFRS?
Seems to me the issues you are concerned about have more to do with legislated (“national GAAP”) standards than IFRS.
Under IFRS goodwill arises only when one business purchases another business. It is the difference between the purchase price and the fair value of the acquired business’s net assets (assuming the former is greater).
Based on your description, it does not seem an acquisition (as understood by IFRS) occurred and thus no goodwill can be recognized.