[ncc-services-wg] Issue with membership/registering resources with a german GmbH & Co. KG

Hi Michael,

> Is anyone having similiar issues, if so did you accept what RIPE proposed?

We've had a similar issue with the Czech's "k.s." legal form, which is similar to Germany's K.G. or HGB (obsoleted afaik). The NCC has accepted a statement from our lawyer explaining the legal subjectivity and eligibility for having rights and duties.

At least I hope our statement has formed a precedent with the specific legal form.


--
Kind regards,
Sergey Myasoedov

> On 6 Aug 2019, at 11:50, Michael Boehme <mboehme at webdiscount.net> wrote:
> 
> Good morning everyone!
>  
> we have been a ripe member for more than 15 years and recently moved into a new office.
>  
> When I asked ripe to update our records to the new street address they told me we will need to change our membership contract as a german „GmbH & Co. KG“ can not enter into a contractual agreement with RIPE. At the same time we have an ongoing transfer for a /24 pi subnet for one of our clients, again a german „GmbH & Co. KG“ and RIPE is telling us they can not hold the resources as a german „GmbH & Co. KG“ is not considered a legal entity although RIPE is aware a GmbH & Co. KG can aquire rights and liabilites. Actually every single contract we have with suppliers is of course signed by the GmbH & Co. KG
>  
> We started discussing with RIPE back/forth on the ticket and also involved Linda Slaakweg from their legal team, finally had advise from our lawyers and presented a written/signed letter to RIPE why we think this is incorrect.
>  
> RIPE has in the past registered > 100 german GmbH & Co. KGs as members with no issues and we have had a membership for years with no issues. The situation they would not accept a GmbH & Co KG has not recently changed but been like this in the past, however they did not due their due diligence and „accidently“ registered a large number of members incorrectly.
>  
> When we refused to update our membership with what they proposed they replied they could not work on the other ticket as long as our membership situation is not resolved.
>  
> It seems we´re stuck here, so I would like to ask for everyones feedback on this.
>  
> RIPE is proposing the membership should be changed to:
> Webdiscount Verwaltungs GmbH trading as Webdiscount GmbH & Co. KG
>  
> Let me point out a few issues I can see with this:
>  
> 	• I m not worried about the „trading as“, I m worried about the wrong company being RIPEs contractual counterpart
> 	• If we accept what RIPE propsed they are essentially entering into a contract with the wrong legal entity „Webdiscount Verwaltungs GmbH“ which other than the share capital has no other assets or contracts on its own and in case of a bancrupcy of the GmbH & Co. KG would need to spend the share capital to cover the debt of the „KG“. If RIPE is doing this to „limit their risk“ as they said I think the opposite is happening here.
> 	• As trading/operational is within the „KG“ the „Webdiscount Verwaltungs GmbH“ would need to pass on usage rights of all resources it has received to „Webdiscount GmbH & Co. KG“. I m not sure if this is intended or covered by RIPEs agreements at all. This is because all our contracts with vendors (Deutsche Telekom, KPN whoever are with „Webdiscount GmbH & Co. KG“) and btw. no one ever questioned entering into contract with a „GmbH & Co. KG“. I can provide copies of contracts with dutch vendors (T-Systems Netherlands, KPN, Tele2, Equinix Amsterdam, Digital Realty Amsterdam etc). if this is any help.
> 	• How does RIPE register a dutch BV that is having another BV as it´s director? This is something very unique to dutch law, we´re aware of this and would need to accept it. I m wondering if your registration is then „company1 BV represented by company2 BV represented by the director firstname lastname“
> 	• Can RIPE point out and provide the relevant ripe rule why a change in the address would require us to update the companys registration although the legal entity has not changed?
> 	• Can RIPE point out why this would allow them to stop working on tickets out of a sudden altough this is valid two-way membership that has been accepted in the past?
> 	• If someone in Germany is being „very correct“ they will put up a contract saying:
> Webdiscount GmbH & Co. KG represented by Webdiscount Verwaltungs GmbH represented by its director Michael Böhme
> 
> According to german law this would be the correct way of saying this although 99% of all cases this is ommited and Webdiscount GmbH & Co. KG is entering into the contract as the above relationship is clearly visible and understood by everyone due to commercial register excerpts.
>  
>  
> A GmbH & Co. KG is a very common legal entity in Germany and as per european court of justice descision it would need to be respected by EU member states as we will have to accept whatever national rules come with a Ltd, BV, S.L. etc.
>  
> Is anyone having similiar issues, if so did you accept what RIPE proposed?
> Whats everyones opinion on whats happening here?
>  
> Thank you!
>  
>  
> Mit freundlichen Grüßen
> 
> Michael Böhme
>  
>  
> <image001.png>
>  
> <image002.png>
> KOMPETENZ VERBINDET.
>  
> WEBDISCOUNT GmbH & Co. KG
> Robert-Bosch-Straße 20
> 48153 Münster, Deutschland
> 
> Fon +49 251 263930-0
> Fax +49 251 263930-49
> 
> www.webdiscount.net
> 
> Sitz der Kommanditgesellschaft: Münster
> Amtsgericht Münster HRA 8897
> 
> USt.ID: DE 815 197 935
> 
> Persönlich haftende Gesellschafterin:
> WEBDISCOUNT Verwaltungs GmbH
> Sitz der GmbH: Münster
> Amtsgericht Münster HRB 12721
> 
> Geschäftsführer: Michael Böhme