Abstract

This document provides guidelines to Local Internet Registries (LIRs) on the steps to take when the organisation operating an LIR changes ownership (due to a merger, sale or takeover) or stops serving entirely as an LIR.

1.0 Introduction

When an organisation or company operating an LIR changes ownership status or stops serving as an LIR there are financial, IP address space and RIPE Database issues that need resolving. Therefore, the RIPE NCC must always be contacted when an LIR changes ownership or closes.

2.0 LIR Ownership Change

In the case of an LIR ownership change, the LIR should contact the RIPE NCC at lir-help@ripe.net Link: mailto:lir-help@ripe.net .

Only registered LIR contact person(s) can discuss the change of an LIR ownership with the RIPE NCC.

The following steps are required to change the organisation operating an LIR:

1. Clarify the type of change:

• A takeover of one LIR by another LIR, closing one of the LIRs.
• A takeover of one LIR by another LIR, both remain open.
• A takeover of an LIR by a non-LIR.

2. Outline the details of the change, stating:

• The reason for the change of organisation.
• The name of the company/companies involved.
• The number of LIRs affected by the change.
• The RegID(s) of the LIR(s) affected by the change.

3. Present the following documents to the RIPE NCC:

• Confirmation from all parties agreeing to the change (See section 2.3).
• Updated list of contact person(s) (See section 2.4).
• Updated billing e-mail contact details, including any changes to VAT number.
• A new service agreement, if applicable (See section 2.2).
• Legal documentation supporting the name change, if applicable (See section 2.2).
• Overview of utilisation in all allocations (See section 2.6).

2.1 IP Address Space

Following any type of change (such as mergers, acquisitions or takeovers) of an organisation operating an LIR, the RIPE NCC will review the status of any IP address allocations that are held by the new organisation.

2.2 Service Agreement

When an organisation operating an LIR changes ownership, a new service agreement may need to be signed. The RIPE NCC will need to request a new service agreement from the new owners if:

• The organisation operating the LIR changes name, or
• The LIR wishes to change their RegID.

The registration documentation from the relevant Chamber of Commerce, or its country equivalent, supporting

1.0 Definitions

For the purposes of this document, Internet number resources refer to:

• The registered allocation and assignment records of a member
• In the case of a transfer of Internet number resources from the member to another party according to RIPE Policy “RIPE Resource Transfer Policies Link: http://www.ripe.net/publications/docs/transfer-policies ”. Such a transfer may also be facilitated through the RIPE NCC Listing Service.

2.0 Introduction

In order for the RIPE NCC to maintain an accurate registry, it must hold accurate data concerning:

• The natural or legal persons holding the registration of Internet number resources
• The Internet number resources that are registered to these natural or legal persons

This means that any transfer of Internet number resources from one party to another, or any change to the legal status of a party holding the registration of Internet number resources, must be communicated to the RIPE NCC.

A member must inform the RIPE NCC if one or bothof the following changes occurs:

1. Internet Number Resource are transferred. Such transfers may take place:
   1. Because of a change in the member's business structure (for example in the case of a merger or acquisition of the member's organisation, or if the member is undergoing bankruptcy, liquidation, suspension of payments or insolvency proceedings) that can be proved/supported by official documentation from national authorities.
   2. In the case of a transfer of Internet number resources from the member to another party according to RIPE Policy “RIPE Resource Transfer Policies Link: http://www.ripe.net/publications/docs/transfer-policies ”. Such a transfer may also be facilitated through the RIPE NCC Listing Service Link: /manage-ips-and-asns/resource-transfers-and-mergers/listing/ .
2. The member changes its official legal name. Such a change may occur, for example, because of a merger or acquisition of the member's organisation.

This document describes the procedures for such changes to be properly communicated and registered with the RIPE NCC.

Note:
If a change in a member's official legal name is accompanied by a transfer of Internet number resources, the member must first inform the RIPE NCC of the name change and then of the transfer.

If a change in a member's business structure is notaccompanied by a transfer of Internet number resources or a change in the member's official legal name, then the RIPE NCC does not need to be informed of this change.

This document does not describe the procedure to be followed in the case of changes with regards to independent Internet number resources assigned to End Users or any changes to the End Users business structure. This procedure is described in the RIPE NCC Procedural Document, “Independent Internet Number Resources – Contractual Relationship Changes Between Sponsoring LIR and End User Link: http://www.ripe.net/publications/docs/lir-end-user-contractual-changes ”.

This document does not describe the procedure to be followed in case of a transfer of Internet number resources from the RIPE NCC service region to the service region of another RIR and vice versa. This procedure is described in the RIPE NCC procedural document, “Inter-RIR Transfer of Internet Number Resources Link: http://www.ripe.net/publications/docs/inter-rir-transfer-of-inr ”.

3.0 Transfer of Internet Number Resources

If a member transfers their Internet number resources to a third party for any reason, this transfer must be declared to the RIPE NCC for approval.

3.1 Submission of the Request for Transfer

For the transfer to be processed, one of the involved parties must submit a request to the RIPE NCC:

If the transfer is due to a change in the member's business structure that can be proved/supported by official documentation by national authorities (e.g., merger, acquisition, bankruptcy, liquidation), the request must be submitted

to the RIPE NCC.

The Standard RIPE NCC Service Agreement is available from the RIPE Document Store at: http://www.ripe.net/ripe/docs/service-agreement Link: http://www.ripe.net/ripe/docs/service-agreement

If the organisation operating the LIR does not change its name and keeps the original RegID, the LIR can continue operating under the same service agreement.

2.3 Change in Operating Organisation

In cases where an organisation operating an LIR takes over one or more LIRs, confirmation of the takeover from all parties involved or their legal successors must be included.

2.4 Contact Person(s)

It is very important to notify the RIPE NCC, if there is a change of contact person(s). This is essential, as only registered contact person(s) can submit Internet resource requests to the RIPE NCC and provide updates to our internal registry files.

If the contact person(s) of the affected LIR has changed, the RIPE NCC may adjust the Assignment Window of the LIR until the contact person(s) is up-to-date with RIPE NCC procedures and RIPE community policies.

If there are no current registered contacts remaining with the LIR, a fax signed by the Managing Director of the LIR on organisation letterhead is required to implement these

changes. These changes should include the new registered contact person(s) for the LIR.

2.5 RegID

It is not necessary to obtain a new Registry Identifier (RegID) if the name of the organisation that operates the LIR changes. The RegID is merely an internal identifier used by the RIPE NCC to distinguish the various LIRs. It

via the LIR Portal. If the requesting party does not have

to correspond to the legal name of the organisation operating the LIR.

If an LIR insists on changing their RegID, a fee corresponding to the sign-up fee for a new LIR will be charged to cover additional administrative work generated. Please see the current version of the RIPE NCC Charging Scheme available from the RIPE Document Store at: http://www.ripe.net/ripe/docs/charging Link: http://www.ripe.net/ripe/docs/charging

2.6 Transfers of Address Allocations

All transfers of address allocations from one LIR to another LIR (or to a non-LIR) require approval by the RIPE NCC. It is expected that all database objects relating to this allocation be correct and up-to-date before the transfer occurs. Transferred allocations containing a large amount of unassigned address space may be set aside and kept by the RIPE NCC until the other allocations held by the LIR are considered fully used (about 80%). Once the LIR has reached full utilisation in its other allocations, the reserved allocations will be made available to the LIR. For further details on allocation policy, please refer to the document "IPv4 Address Allocation and Assignment Policies in the RIPE NCC Service Region" available from the RIPE Document Store at:

http://www.ripe.net/ripe/docs/ipv4-policies Link: http://www.ripe.net/ripe/docs/ipv4-policies

2.7 Takeover Fee

In cases where an organisation operating an LIR takes over one or more LIRs, a takeover fee is due for every LIR taken over (e.g. if three LIRs are taken over, the fee is paid three times). All current outstanding invoices for the LIRs being taken over will also have to

access rights to the LIR portal, the request must be submitted via email to ncc@ripe.net Link: mailto:ncc@ripe.net

If this is a transfer of Internet number resource from one member to another party according to RIPE Policy “RIPE Resource Transfer Policies Link: http://www.ripe.net/publications/docs/transfer-policies ”, the request must be submitted via the LIR Portal Link: https://my.ripe.net .

A registered contact or an authorised person (e.g., senior manager, legal successor) must send the request.

The RIPE NCC will ask for the following information:

i. Information regarding the parties involved, including:

• The full official legal names of all parties involved
• Which party will transfer the Internet number resources and which party will receive them
• Recent registration papers issued by the relevant national authorities for all involved parties

If the current official legal names of the involved members are different from those in the relevant signed RIPE NCC Standard Service Agreement, then the procedure described in Section 4.0 Link: #memberchanges must be followed prior to the transfer of the Internet number resources.

The procedure described under Section 4.0 is not necessary for the transferring member if the RIPE NCC Standard Service Agreement for that member is terminated (see Sections A.1.1 and A.1.2 of the RIPE NCC Procedural Document, “Closure of Members, Deregistration of Internet Resources and Legacy Internet Resources Link: http://www.ripe.net/publications/docs/closure ”.

ii. A description of the reason for the transfer (for example, due to merger, acquisition, transfer of Internet number resources according to the RIPE policies)

If the transfer is taking place due to a change in the structure of the organisation(s) involved (e.g., merger, acquisition), a description of the changes among these organisation(s) is necessary. This description must be accompanied by the official legal documents issued by the relevant national authorities proving/supporting the changes the request is based on.

If the change in the structure of the organisation(s) involved cannot be proven/supported by official documentation from national authorities describing this change (e.g., a network acquisition from one member to another), then these cases will fall within the scope of RIPE Policy “RIPE Resource Transfer Policies Link: http://www.ripe.net/publications/docs/transfer-policies ”.

iii. A list of the Internet number resources that are requested to be transferred. If allof the transferring member's Internet number resources registered are being transferred, a confirmation of this is requested.

The member must also indicate any End User assignment agreements that are requested to be transferred.

If a member transfers all of their Internet number resources, their RIPE NCC Standard Service Agreement may be terminated (see Section A.1.1. of the RIPE NCC Procedural Document, “Closure of Members, Deregistration of Internet Resources and Legacy Internet Resources Link: http://www.ripe.net/publications/docs/closure ”).

iv. The correct contact details of all parties involved

The RIPE NCC may ask the parties involved to confirm the correctness of their contact details or to update them. The contact details include the billing contact details and the VAT number details.

v. A Transfer Agreement signed by both parties or by their legal successors

The RIPE NCC provides the template of the Transfer Agreement that either party may submit to the RIPE NCC.

The Transfer Agreement must be signed by authorised persons for both parties. For the transferring party, it is required that the Transfer Agreement is signed by an authorised representative having the general capacity to act on behalf of this party. The RIPE NCC reserves the right to request official documentation proving that the person signing on behalf of either party is authorised to do so.

The RIPE NCC may ask the other party/parties to confirm their agreement to the transfer. The confirmation must be authorised (signed or sent) by a contact person or authorised person (e.g., senior manager, legal successor).

If the transferring party no longer exists by the time the RIPE NCC is being informed, the receiving party must send:

• An official document (issued by a national authority) confirming the closure of the transferring party
• A copy of an older signed agreement between the relevant parties mentioning the transfer of the Internet number resources. If such an agreement is not available, the RIPE NCC may accept a confirmation of the transfer to the RIPE NCC signed by an authorised person (e.g., senior manager, legal successor) of the receiving party. The RIPE NCC reserves the right to reverse the transfer should another party object and provide an agreement that proves that the Internet number resource should have been transferred to them.

vi. An overview of the utilisation of all allocations and of the status of all independent Internet number resource assignments

The RIPE NCC may ask for an overview of the utilisation of all Internet number resources registered to the member and of all End User assignment agreements signed by the member.

3.2 If the Receiving Party is not a Member

Members may wish to transfer their Internet number resource to another member or to a third party that is not a member.

If the Internet number resources are transferred to a non-member, the receiving party must apply to be a member by signing a RIPE NCC Standard Service Agreement before the transfer takes place (more information on how to become a member is available Link: /become-a-member ). If the receiving party refuses to do the above, the RIPE NCC will not transfer the Internet number resources to them.

If the Internet number resources to be transferred are Provider Independent (PI) addresses, the receiving party may either apply to become a member by signing the RIPE NCC Standard Service Agreement, or can enter into a contractual relationship with a sponsoring LIR. For more information, please see the notes on Requesting Independent Resources Link: /participate/resource-management/independent-resources .

The request for the transfer can be submitted as described above (Section 3.1).

3.3 Financial Consequences

All outstanding invoices and all outstanding financial obligations must be paid in full.

The transfer of address allocations also incurs a takeover fee and does not vary according to the amount of address space being transferred (e.g. if three allocations are being transferred from LIR A to LIR B, the fee is only paid once).

3.0 Closing an LIR

This section is replaced by the RIPE NCC organisational document "Closure of LIR and Deregistration of Internet Number Resources" available from the RIPE Document Store at: http://www.ripe.net/ripe/docs/closure Link: http://www.ripe.net/ripe/docs/closure .

4.0 When an LIR is Closed by the RIPE NCC

This section is replaced by the RIPE NCC organisational document "Closure of LIR and Deregistration of Internet Number Resources"available If the RIPE NCC Standard Service Agreement is terminated in the course of the RIPE NCC financial year, the service fee for this member must be paid for the full year. This payment is the responsibility of the receiving member. If the receiving party is not a member, then payment is the responsibility of the transferring member.

If the receiving party decides to sign the RIPE NCC Standard Service Agreement, then a sign-up fee must be paid (see RIPE NCC Charging Scheme Link: http://www.ripe.net/publications/docs/charging ).

3.4 Internet Number Resource Registration and RIPE Database Issues

The RIPE NCC will review the status of any IP address allocation or independent Internet number resource assignment maintained by the party involved, in compliance with the RIPE Policies current at the time of the transfer.

The receiving member must deregister from the RIPE Document Store at: http://www.ripe.net/ripe/docs/closure Link: http://www.ripe.net/ripe/docs/closure . Database any invalid or overlapping registrations or unused assignment approvals.

The RIPE NCC will update the registry, including all RIPE Database objects maintained by the RIPE NCC that are related to this transfer. The transferring member must update all RIPE Database objects maintained by them that are related to this transfer.

3.5 Transfers Between LIR Accounts Belonging to the Same Member

Transfers of Internet number resources between LIR accounts belonging to the same member fall within the scope of the RIPE Policy “RIPE Resource Transfer Policies Link: http://www.ripe.net/publications/docs/transfer-policies ” and will be evaluated in accordance with them.

The procedure described above in Section 3.1 is applicable except from paragraphs 3.1.ii and 3.1.v.

If after the transfer the member decides to close an LIR account, all outstanding invoices and all outstanding financial obligations for all LIR accounts must be paid in full.

The RIPE NCC will review the status of any IP address allocation or independent Internet number resource assignment maintained by the member, in compliance with the RIPE Policies current at the time of the transfer.

The member must deregister from the RIPE Database any invalid or overlapping registrations.

The RIPE NCC will update the registry, including all RIPE Database objects maintained by the RIPE NCC that are related to this transfer. The member must update all RIPE Database objects maintained by them that are related to this transfer.

4.0 Member Changes Official Legal Name

It is the obligation of the member to inform the RIPE NCC immediately if any change in the member's official legal name occurs.

The member must send an email to ncc@ripe.net Link: mailto:ncc@ripe.net informing the RIPE NCC of the name change. This email must include:

• New registration papers from the national authority; and
• The official legal documents supporting this change

The RIPE NCC will send a new RIPE NCC Standard Service Agreement Link: http://www.ripe.net/publications/docs/service-agreement for the member to sign under the new official legal name. When the RIPE NCC receives the new RIPE NCC Standard Service Agreement properly signed by the member, it will update the registry, including all RIPE Database objects maintained by the RIPE NCC that are related to this change. The member must update all RIPE Database objects maintained by them that are related to this change.

If the change in the member's official legal name occurred without a further change in the member's structure (e.g., merger with another legal entity, acquisition by/of another legal entity), the member will not have to sign a new RIPE NCC Standard Service Agreement.