[members-discuss] RIPE legal: Please stop this madness!

Hi Athina,

--On 19.02.2019 15:45 +0100 Athina Fragkouli <athina.fragkouli at ripe.net>
wrote:

> According to our Due Diligence procedure, we can only accept the
> Standard Service Agreement signed by either a natural or legal person.
> This is reflected in our procedural document Due Diligence for the
> Quality of the RIPE NCC Registration Data:
> https://www.ripe.net/publications/docs/ripe-700

I think this should either get changed to "legal entities" instead of
"legal persons" or there should be a clause in that document which also
includes quasi-legal persons such as the German OHG, KG or GmbH & Co. KG.
Quasi-legal person means that this particular legal form has only partial
legal capacity but is recognized as a legal person in all legal relations.
Here you can read more about it:

https://de.wikipedia.org/wiki/Juristische_Person
And then under "Arten" you can read about the quasi-legal persons.
Unfortunately there's no English translation of that page. :-(

Here's some more from the web: "A GmbH & Co. KG is a special form of
limited partnership (KG), in which a GmbH participates as personally liable
partner, known as general partner. This can be the only purpose of the
GmbH; it does not need to conduct any other business. The other partners
are limited partners, only required to effect their initial contribution
pursuant to the partnership's agreement. But the general partner, the GmbH,
is a limited partner by legal nature. A GmbH & Co. KG is thus a partnership
in which no natural person is personally liable for the KG's obligations.
The GmbH & Co. KG has its own legal personality." -- Source:
<http://www.ra-sonnenberg.de/en/info.asp?base_id=15&third_id=135>

And another: "The KG does not possess its own legal personality distinct
from the partners themselves. Nevertheless, it is similar to a legal entity
in that it can sue and be sued before a court of law. It can acquire rights
and enter into liabilities, acquire possession and other in rem rights to
real estates." -- Source:
<https://www.frankfurt-main.ihk.de/english/business/legal_forms/kg/index.html>

So there you have it, 3 links, one says quasi-legal person, the other says
its an own legal personality and the third says it is similar to a legal
entity. Fun! The last link (IHK) is the most official I'd say.

Anyway, to cut it short, you're making a mistake here.

According to your memberlist in Germany -
https://www.ripe.net/membership/indices/DE.html - you have around 170 KG
and GmbH & Co. KG's registered and 16 OHG and GmbH & Co. OHG. Probably a
bit less than that because some have multiple LIRs.

I counted around 33 "trading as GmbH & Co. KG or GmbH & Co. Ltd" of which
only 5 were correct (xxx GmbH trading as yyy GmbH & Co. KG) and the
remaining cases had the limited partner (natural person), which by German
law is not allowed to represent a GmbH & Co. KG externally, as natural
person listed: <Firstname Lastname> trading as yyy GmbH & Co. KG.

So you'll have to redo those ~27 entities and fix them.

"Each personally liable partner has the authorisation to manage and to
represent alone. The limited partners have no representation power to the
outside." -- Source:
<https://www.frankfurt-main.ihk.de/english/business/legal_forms/kg/index.html>

Furthermore, in RIPE's last reply to me personally from today, via the
ticket system, you're still openly suggesting the same option, erroneously. 
Quote:

"**Option 2.** Open a new membership under the name "Markus Stadler" that
will be responsible for the LIR accounts <de.lightupnet> and
<de.lightupnet1>. In practice this can be done by updating the name of
<de.lightupnet> (and your new application for <de.lightupnet1> accordingly)
to either a) "Markus Stadler trading as 'Lightup Network Solutions GmbH &
Co. KG'." [...]


> Accordingly, we do not accept an SSA signed by a partnership that is not
> a legal person.

That should get changed too, then. Legal entity instead of legal person.

Here's my prediction what is going to happen: You will keep this up for a
while longer, some weeks or a couple of months, but as soon as you start
approaching the larger companies who have more power to defend themselves,
e.g. Telefonica GmbH & Co. OHG, SPIEGEL, ALDI :-) ... you will reconsider
and suddenly it was all a big mistake and everyone will be (hopefully!)
rolled back.

Therefore, please BE SMART and hire some external consulting right now
before this mess is getting even bigger!

Thank you!

Regards
Markus


Mit freundlichen Grüßen

Markus Stalder
ms at lightupnet.de

Lightup Network Solutions GmbH & Co. KG
http://www.lightupnet.de

Fon +49 (0)69 962 4456 0  (Zentrale)
Fon +49 (0)69 962 4456 11 (Durchwahl)
Fax +49 (0)69 962 4456 20
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