August 2019 - ncc-services-wg

Issues with the legal entities from the Russian Federation
by network＠g-bit.ru 21 Aug '19

21 Aug '19

Hello, Our company have been a RIPE NCC member for almost 1 year and a few days ago we applied for an additional LIR account, but got a strange request from the RIPE NCC's Customer Services representative that can't be legally fulfilled and that shows that there are errors or inaccuracies in the internal guidelines or documentation regarding the legal entities from the Russian Federation that I would like to clarify. On 12.09.2016 the Federal Tax Service of the Russian Federation issued the order No. MMB-7-14/481@ "On approval of the form and content of the document confirming the fact of making an entry in the Unified State Register of Legal Entities..." (official copy offered by the Ministry of Justice: https://minjust.consultant.ru/documents/20942). According to this document the Federal Tax Service has replaced an official company formation confirmation document known as Certificate of state registration (in Russian: "Свидетельство о государственной регистрации") with a new document called Record list (in Russian: "Лист записи") and stopped to issue the Certificates for all the companies incorporated after 01.01.2017. At the same time electronic company formation became very popular in the past few years that means a lot of the companies now have their incorporation documents only in digital format. Thus, at this moment we have at least the following 4 types of the documents for the Russian companies that are valid to verify that it is exist and registered as it is required by the RIPE-700 document: 1. Certificate of state registration with a stamp and signature of the Federal Tax Service for the companies registered before 01.01.2017 2. Certificate of state registration with a digital signature of the Federal Tax Service for the companies registered electronically before 01.01.2017 3. Record list with a stamp and signature of the Federal Tax Service for the companies registered after 01.01.2017 4. Record list with a digital signature of the Federal Tax Service for the companies registered electronically after 01.01.2017 But according to our current communication, the RIPE NCC is aware of only the first type of document and requires us (a company incorporated after 01.01.2017) to provide it (and that's simply impossible). Moreover, all the Russian companies can be also freely validated and verified online using the Public Business Register offered by the Federal Tax Service (https://egrul.nalog.ru/index.html) and this extract can also be used as a company existence confirmation. So, I would like to ask the RIPE NCC to check the mentioned document and update the internal policies on the Russian entities in accordance with the modern realities. Regards, Boris Lomov

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(no subject)
by Andrew Ivas 08 Aug '19

08 Aug '19

bobsingler98(a)gmail.com

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Re: [ncc-services-wg] Issue with membership/registering resources with a german GmbH & Co. KG
by Linda Slaakweg 07 Aug '19

07 Aug '19

Dear colleagues, We provided some clarification on this topic on the Members Discuss mailing list back in February: https://www.ripe.net/ripe/mail/archives/members-discuss/2019-February/00327… <https://www.ripe.net/ripe/mail/archives/members-discuss/2019-February/00327…> We also presented on this at RIPE 78: https://ripe78.ripe.net/presentations/109-109-Due-diligence_RIPE-78-updated… <https://ripe78.ripe.net/presentations/109-109-Due-diligence_RIPE-78-updated…> Essentially, we can only accept an agreement that has been signed by a natural or legal person (meaning that the entity has separate legal personality). While partnerships may be able to enter into agreements in some jurisdictions, liability is not as clearly defined here as in the case of legal persons. It's important to consider that there are many unique legal structures in our service region and our ability to respond to specific cases needs to be balanced against the need to treat all members the same. When it comes to the German "Kommanditsgesellschaft" or "KG" (limited partnership), we follow the information provided to us by the German Handelsregister. For example, the website of the Frankfurt Chamber of Commerce states: "The KG does not possess its own legal personality distinct from the partners themselves." https://www.frankfurt-main.ihk.de/english/business/legal_forms/kg/index.html <https://www.frankfurt-main.ihk.de/english/business/legal_forms/kg/index.html> As the Legal Team at the RIPE NCC, we follow the relevant case law that is developing around this issue. We will also review any information members wish to send us which may help to clarify certain legal specifics regarding their organisation. Kind regards, Linda Slaakweg Legal Counsel RIPE NCC

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Issue with membership/registering resources with a german GmbH & Co. KG
by Michael Boehme 06 Aug '19

06 Aug '19

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: 1. I m not worried about the "trading as", I m worried about the wrong company being RIPEs contractual counterpart 2. 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. 3. 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. 4. 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" 5. 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? 6. 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? 7. 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 [signature_1499500069] [signature_1570171899] KOMPETENZ VERBINDET. WEBDISCOUNT GmbH & Co. KG Robert-Bosch-Straße 20 48153 Münster, Deutschland Fon +49 251 263930-0<tel:+492512639300> Fax +49 251 263930-49 www.webdiscount.net<http://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

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Re: [ncc-services-wg] Issue with membership/registering resources with a german GmbH & Co. KG
by Michael Boehme 06 Aug '19

06 Aug '19

I m not sure what risk they would refer to myself, however contracting with the wrong entity doesn't sound like a good solution either. Viele Grüße Michael Böhme WEBDISCOUNT GmbH & Co. KG Robert-Bosch-Straße 20 48153 Münster Deutschland Tel: +49 (0)2 51 / 26 39 30-0 Fax: +49 (0)2 51 / 26 39 30-49 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 http://www.webdiscount.net -- Am 06.08.2019 16:29 schrieb Wilfried Wöber <woeber(a)cc.univie.ac.at>: On 06/08/2019 12:36, Michael Boehme wrote: > Hi Carsten, > > this is a copy/paste: > > --------------8<--------------8<--------------8<--------------8<-------------- [..snip..] I would be curious to learn which particular 'risks' the NCC perceives as important or critical, causing the NCC to refuse to sign a contract? The 'product' which the NCC manages and distributes doesn't have manufacturing or storage cost. And - incidentally - every other legal construction poses the risk of defaulting wrt to payments due... > Mit freundlichen Grüßen > > Michael Böhme Best regards, Wilfried

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Headcount?
by Ronald F. Guilmette 06 Aug '19

06 Aug '19

What is the total NCC staff headcount at present?

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