Conflict between National M&A Laws and RIPE NCC's "Personal Membership" interpretation
Dear RIPE Community, I am writing to bring to your attention a critical legal and operational impasse we are currently facing with RIPE NCC. We believe this situation exposes a systemic flaw in how RIPE NCC handles corporate reorganizations for SMEs, effectively paralyzing business operations and forcing members into legal paradoxes. I am sharing this to understand if other members have faced similar barriers and to urge the Executive Board to review policies that currently clash with European corporate laws. Our company, Lumanex S.r.l., is the legal successor of the LIR business branch previously operated by the sole proprietorship "Cinzia Tocci" (LIR: it.c1vdi). The business was transferred via a formal Public Notarial Deed (Conferimento d'Azienda) in February 2025. This is a standard M&A transaction where an SME evolves from a sole proprietorship into a limited liability company. We promptly notified RIPE NCC, requesting the update of the Member’s registered details to reflect the legal succession. RIPE NCC Legal Department has formally refused the update, stating the following: They acknowledge that under Italian Law (Art. 2558 of the Civil Code), Lumanex S.r.l. succeeds ope legis (by operation of law) to all ongoing B2B contractual relationships related to the business. However, they argue that under Dutch Law (Art. 2:34 of the Dutch Civil Code), the "membership of an association is personal". Therefore, they refuse to recognize the LIR membership as an instrumental business asset, treating it instead as an untransferable personal tie to the original physical person. RIPE NCC’s proposed "solution" is that we must open a completely new LIR (paying duplicate membership fees) and transfer the resources, but opening a new LIR is not only financially punitive but technically disastrous, as some of the resources were acquired recently via policy transfers, so they are subject to RIPE NCC’s 24 months transfer block. We are physically unable to move our resources to a new LIR until 2027. Because RIPE NCC refuses to update our current LIR name and VAT ID, we are now trapped in a devastating operational deadlock: We currently have urgent AS Number requests pending for our clients. The RIPE NCC invoice cannot be paid because the header is incorrect (the paradox: all the company data, including name and address, is updated, except the VAT number) RIPE NCC Registration Services is explicitly asking us to sign the End User Assignment Agreements using the name of the defunct sole proprietorship ("Cinzia Tocci") instead of the actual legal operator (Lumanex S.r.l.). Under Italian law, signing a contract using a defunct or incorrect legal entity name constitutes a false declaration (falso in atto pubblico/privato). If we refuse to commit this illegality, RIPE NCC refuses to assign the ASNs. As of today, because of this administrative deadlock, we are unable to fulfill our contractual obligations. Our clients are now officially requesting full refunds due to the delays in ASN assignments. RIPE NCC's insistence on applying a strict "personal membership" interpretation to a B2B technical infrastructure contract is causing direct, severe financial and reputational damage to an SME. Questions for the Community and the Board: Does the RIPE NCC membership exist to protect the technical stability of the registry, or is it a "personal club" that ignores mandatory national succession laws when a business evolves? How can RIPE NCC demand that members keep their registry data accurate, while simultaneously forcing a member to sign End User Agreements under a legally inactive name? Is the 24 months transfer block policy unintentionally weaponized to prevent SMEs from executing legitimate corporate restructurings? We have already escalated this to the Dutch Authority for Consumers and Markets (ACM) regarding the abuse of a dominant position, as RIPE NCC is the sole provider of these essential resources and is using its monopoly to prevent a legitimate business from operating. We urge the Executive Board to intervene, align internal procedures with substantive corporate laws, and provide an immediate operational workaround to prevent further financial damage to our company and our clients. Thank you for your time and any insights you may have. Sincerely, Luca Marini CEO, Lumanex S.r.l.
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