Mergers, Acquisitions, Takeovers and Closures of Organisations Operating an LIR

Kamran Khalid
Nurani Nimpuno
Sabrina Wilmot

Document ID: ripe-301
Date: 19 February 2004
Obsoletes: ripe-185, ripe-241

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
2.0 LIR Ownership Change

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.

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 the name change 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.html

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 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.html

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.html

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 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

In the case of a closure of an LIR, the RIPE NCC should be contacted at least three months prior to the required closure date at lir-help@ripe.net.

Only registered LIR contact person(s) can discuss a closure of an LIR with the RIPE NCC. In case of bankruptcy, the court-appointed administrator may take over these responsibilities.

To cease operations, an LIR is required to take the following four steps:

1. Send the RIPE NCC a written request to officially close the LIR. State the reasons for closure of the LIR and state the intention to return the unassigned address space.

2. Provide the RIPE NCC with documentation of all IP assignments made from address space allocated by the RIPE NCC.

3. Provide a list of any End Users that have expressed a need to keep their assigned IP address space and/or Autonomous System Number (ASN). Contact information such as e-mail addresses of these End Users should be included. (See section 3.7)

4. Verify that the contents of the RIPE Database are up-to-date. A closing LIR is responsible for removing any objects entered by them in the RIPE Database that are no longer valid. Please send a confirmation to the RIPE NCC that all obsolete and invalid objects have been removed. (See section 3.8)

3.1 Further Assignments

A closing LIR is not allowed to make any further assignments from its address space allocations.

3.2 Finance

An LIR will continue to be billed for services until a formal request to be closed is sent by a registered contact person(s) of the LIR.

In cases of mergers, the LIR whose allocation has been transferred to another LIR will continue to be billed until any inconsistencies are resolved.

3.3 Transfers of Address Allocations from a Closing LIR

If an LIR wishes to transfer its allocations to another existing LIR, it must provide the documentation about all assignments to the LIR receiving the transferred allocation. As outlined above, all transfers require approval by the RIPE NCC and all database objects must be valid and up-to-date.

3.4 Open Address Space Requests

As soon as the LIR decides to close, it should halt any open requests for IP address space and refer the End Users to the list of LIRs. This will prevent the customer from having to renumber at a later date. This list is available at:

http://www.ripe.net/lir/registries/indices/index.html

3.5 End Users Keeping Address Assignments

A closing LIR should always encourage its End Users to renumber into an address allocation held by another LIR. This way, customer assignments can then be routed as part of the other LIR's allocation. Organisations in receipt of a Provider Aggregatable (PA) assignment should note that a new provider will not be able to announce an aggregate block. They may, therefore, have problems getting their addresses routed.

For more information, please see the RIPE documents "Smallest RIPE NCC Allocation / Assignment Sizes" and "Provider Independent versus Provider Aggregatable Address Space" available from the RIPE Document Store at:

http://www.ripe.net/ripe/docs/smallest-alloc-sizes.html

http://www.ripe.net/ripe/docs/pi-pa.html

The LIR should also supply the RIPE NCC with a list of Assignments kept by End Users in the following format:

   Inetnum Range            Size  Date      Netname
         
   193.0.0.0 - 193.0.1.255  512   19950101  RIPE-NCC

3.6 Continued Internet Connectivity to End Users

The End Users can continue to use the address space already assigned to them by the closing LIR. The LIR will continue to provide Internet connectivity to its End Users as an Internet Service Provider (ISP). Assignments made by an LIR that has closed are valid for as long as the original criteria under which they were assigned remain valid. (See section 3.8)

3.7 Discontinued Internet Connectivity to End Users

If the LIR will no longer provide Internet connectivity to End Users with assigned address space, this address space should be retrieved from the End Users by the LIR as they renumber. It is the LIR's responsibility to help its End Users with renumbering.

3.8 Database Responsibilities

LIRs are responsible for the accuracy of the data they enter into the RIPE Database. In the case of a closure of an LIR, the LIR should remove any objects in the RIPE Database that are no longer valid. This includes inetnum, aut-num and domain objects with obsolete information.

In cases where End Users of an LIR keep the address space assigned to them after the LIR closes, the LIR maintainer in the database objects representing these assignments needs to be removed and replaced by the RIPE NCC maintainer. The LIR should provide the RIPE NCC with a list of relevant database objects agreeing to the RIPE NCC overwriting the current LIR maintainer.

3.9 Unassigned Address Space

Unassigned address space will be returned to the RIPE NCC and will revert back to the public pool of IP address space. It can be assigned by the RIPE NCC as necessary. Should an LIR decide to close and reopen at a later date, it must repeat all formal steps required to establish a new LIR.

4.0 When an LIR is Closed by the RIPE NCC

The RIPE NCC may decide to close an LIR that stops paying its bills to the RIPE NCC and/or cannot be contacted by the RIPE NCC for a significant period of time. Moreover, if an LIR consistently violates the policies established by the Internet Assigned Numbers Authority (IANA) or the RIPE community, in spite of multiple warnings, it may be closed.

The RIPE NCC will send the LIR a message to notify it of its closure. The LIR must then provide documentation to the RIPE NCC regarding its allocated address space and follow the other procedures for closing an LIR as stated in section 3.0.

If the LIR does not provide the RIPE NCC with the proper Documentation, the RIPE NCC will determine which address space should be returned to the public pool of IP address space.