Issue with membership/registering resources with a german GmbH & Co. KG
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
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@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
Hi Sergey, thanks for the quick reply. Has this been long ago? In our case RIPE replied acknowledging they are aware a german GmbH & Co. KG can aquire rights and liabilities, however as it has no legal personality and they need to find a criteria they can use on all companies applying, therefore they have choosen only to accept companies who have a legal personality, no matter whether they are known to be able to aquire rights and liabilities or not. Thank you! Mit freundlichen Grüßen Michael Böhme 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 -----Ursprüngliche Nachricht----- Von: Sergey Myasoedov <sergey@devnull.ru> Gesendet: Dienstag, 6. August 2019 12:11 An: Michael Boehme <mboehme@webdiscount.net> Cc: ncc-services-wg@ripe.net Betreff: Re: [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@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
Hi Michael, The whole process for LIR opening took 4 months in 2019. -- Kind regards, Sergey Myasoedov
On 6 Aug 2019, at 12:30, Michael Boehme <mboehme@webdiscount.net> wrote:
Hi Sergey,
thanks for the quick reply.
Has this been long ago?
In our case RIPE replied acknowledging they are aware a german GmbH & Co. KG can aquire rights and liabilities, however as it has no legal personality and they need to find a criteria they can use on all companies applying, therefore they have choosen only to accept companies who have a legal personality, no matter whether they are known to be able to aquire rights and liabilities or not.
Thank you!
Mit freundlichen Grüßen
Michael Böhme
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
-----Ursprüngliche Nachricht----- Von: Sergey Myasoedov <sergey@devnull.ru> Gesendet: Dienstag, 6. August 2019 12:11 An: Michael Boehme <mboehme@webdiscount.net> Cc: ncc-services-wg@ripe.net Betreff: Re: [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@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
Hi, we have had a similar issue with customers from USA. Fictious names or d/b/as are not recognized by the RIPE NCC (although these are accepted by the rest of the world), registration is made extremely difficult and the ‘trading as’ is forced by the RIPE NCC in the contract and database. Because our customers had no other options (they could have spent hundreds/thousands with lawyer fees to fight this absurdity but it was not worth it) they accepted the ‘trading as’ tag. I also believe the RIPE NCC is forcing some members to enter into contracts that do not have their actual legal name or dba, you will eventually need those IPs so desperately that you will just accept the ‘trading as’ in the contract and just sign it. elvis Excuse the briefness of this mail, it was sent from a mobile device.
On Aug 6, 2019, at 03:10, Sergey Myasoedov via ncc-services-wg <ncc-services-wg@ripe.net> wrote:
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@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
Hi Elvis, we are facing a similar problem with an ipv4 transfer for one of our endcustomers which is stuck due to this issue. To resolve we could accept what RIPE is proposing and of course the endcustomer is pushing for the ipv4 space to be transferred and brought into service. I m not surprised to hear you would accept what they proposed to get ahold of ip address space and not go through a lengthy/costly law process. Thanks Michael Mit freundlichen Grüßen Michael Böhme 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 -----Ursprüngliche Nachricht----- Von: Elvis Daniel Velea <elvis@velea.eu> Gesendet: Dienstag, 6. August 2019 12:33 An: Sergey Myasoedov <sergey@devnull.ru> Cc: Michael Boehme <mboehme@webdiscount.net>; ncc-services-wg@ripe.net Betreff: Re: [ncc-services-wg] Issue with membership/registering resources with a german GmbH & Co. KG Hi, we have had a similar issue with customers from USA. Fictious names or d/b/as are not recognized by the RIPE NCC (although these are accepted by the rest of the world), registration is made extremely difficult and the ‘trading as’ is forced by the RIPE NCC in the contract and database. Because our customers had no other options (they could have spent hundreds/thousands with lawyer fees to fight this absurdity but it was not worth it) they accepted the ‘trading as’ tag. I also believe the RIPE NCC is forcing some members to enter into contracts that do not have their actual legal name or dba, you will eventually need those IPs so desperately that you will just accept the ‘trading as’ in the contract and just sign it. elvis Excuse the briefness of this mail, it was sent from a mobile device.
On Aug 6, 2019, at 03:10, Sergey Myasoedov via ncc-services-wg <ncc-services-wg@ripe.net> wrote:
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@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
In message <EE2F0323-5B68-4734-B5CE-0EA6CD47C88D@velea.eu>, Elvis Daniel Velea <elvis@velea.eu> wrote:
we have had a similar issue with customers from USA. Fictious names or d/b/as are not recognized by the RIPE NCC (although these are accepted by the rest of the world)...
In the United States fictitious business names are just what the name implies, i.e. the are (legal) fictions. They are simply legally sanctioned pseudonyms for some *actual* person or corporate entity. They CANNOT enter into legally binding contracts. I am therefore not surprised that the NCC would not allow any such things to -pretend- that they could in fact enter into legally binding contracts. And I, for one, would be greatly disappointed if the NCC went around entering into contracts that are neither valid nor legally enforcable. Regards, rfg
The statement is contradicted by American law and by my personal experience. The d/ba/ alias is a legal convenience in dealing with the public. It connects to a person who is (unless barred by law due e.g. to insanity) legally competent to contract. I sign contracts all the time on behalf of my d/b/a Cambridge Electronics Laboratories <www.camblab.com> Jeffrey Race On Tue, 06 Aug 2019 11:47:50 -0700, Ronald F. Guilmette wrote:
In message <EE2F0323-5B68-4734-B5CE-0EA6CD47C88D@velea.eu>, Elvis Daniel Velea <elvis@velea.eu> wrote:
we have had a similar issue with customers from USA. Fictious names or d/b/as are not recognized by the RIPE NCC (although these are accepted by the rest of the world)...
In the United States fictitious business names are just what the name implies, i.e. the are (legal) fictions. They are simply legally sanctioned pseudonyms for some *actual* person or corporate entity. They CANNOT enter into legally binding contracts.
I am therefore not surprised that the NCC would not allow any such things to -pretend- that they could in fact enter into legally binding contracts. And I, for one, would be greatly disappointed if the NCC went around entering into contracts that are neither valid nor legally enforcable.
Regards, rfg
In message <201908061922.x76JMESa013945@mail109c45.carrierzone.com>, you wrote:
The statement is contradicted by American law...
Citation please?
I don't need a citation because I've used this mechanism for 35 years. You can ask a lawyer. I have a bank account and a domain registration. Ripe needs to talk to a lawyer. The registration process to do business under a trade name entails the ability to contract, to sue, and to be sued. No other interpretation is possible in any country on the globe On Tue, 06 Aug 2019 13:11:40 -0700, Ronald F. Guilmette wrote:
In message <201908061922.x76JMESa013945@mail109c45.carrierzone.com>, you wrote:
The statement is contradicted by American law...
Citation please?
In message <201908062049.x76KnO54029045@mail45c45.carrierzone.com>, "Jeffrey Race" <jrace@attglobal.net> wrote:
I don't need a citation {to the actual law} because...
I only wish I had a dollar for each time someone had said that to me over the past 30+ years. Regards, rfg
The statement is contradicted by American law
and that is just sooooo relevant in the ripe region randy
Hi Michael, On 06.08.2019 11:50, Michael Boehme wrote:
[...]
*RIPE is proposing the membership should be changed to:* Webdiscount Verwaltungs GmbH trading as Webdiscount GmbH & Co. KG
could you, coule anybody please let us know what's the reationale, the legal argument behind this? Thanks & best, -C.
Hi Carsten, this is a copy/paste: --------------8<--------------8<--------------8<--------------8<-------------- ... the RIPE NCC understands that the German 'GmbH & Co. KG' can acquire rights and liabilities in Germany and (some) other jurisdictions (as confirmed by Article 14 of the German Civil Code). But as we tried to explain before, due to our very wide service region we have to deal with many different entities from many different jurisdictions where this may not be that obvious. Therefore, we make the distinction if an entity has separate legal personality or not for it to enter into agreements with the RIPE NCC to limit our risks as much as possible. The 'GmbH & Co. KG' does not have separate legal personality and therefore it cannot enter into our agreements as such. --------------8<--------------8<--------------8<--------------8<-------------- The "GmbH" does have a legal personality, however is just the "liability" part and what´s trading and owning assets is of course the KG. Mit freundlichen Grüßen Michael Böhme 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 -----Ursprüngliche Nachricht----- Von: Carsten Schiefner <ripe-wgs.cs@schiefner.de> Gesendet: Dienstag, 6. August 2019 12:25 An: Michael Boehme <mboehme@webdiscount.net> Cc: ncc-services-wg@ripe.net Betreff: Re: [ncc-services-wg] Issue with membership/registering resources with a german GmbH & Co. KG Hi Michael, On 06.08.2019 11:50, Michael Boehme wrote:
[...]
*RIPE is proposing the membership should be changed to:* Webdiscount Verwaltungs GmbH trading as Webdiscount GmbH & Co. KG
could you, coule anybody please let us know what's the reationale, the legal argument behind this? Thanks & best, -C.
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
participants (8)
-
Carsten Schiefner -
Elvis Daniel Velea -
Jeffrey Race -
Michael Boehme -
Randy Bush -
Ronald F. Guilmette -
Sergey Myasoedov -
Wilfried Wöber