OT/venting: RIPE legal - please stop this madness!

Fri Feb 15 15:36:47 UTC 2019

Hi list!

The following is off-topic/venting. It's about RIPE and my company in 
Germany. If you don't care about this even remotely, don't read on and 
don't flame me. I'm just so pissed and I have no other connection to the 
ISP (and related) community than the NANOG mailing list and I know there 
are some other European ISPs on this list. Here goes:

My company has been a RIPE LIR for 17 years now. This week was the first 
time ever that I became, was and still am really, really pissed at RIPE.

There's some madness going on in RIPEs legal department. It appears they 
recently hired some retard who now wants to prove he/she is a smartass. 
Harsh words, but I have no other explanation for what's going on right  now!

Here's the story:

Sunday, 10th February, 17:08 CET: I sent away the online application for 
an additional LIR account. Automatic E-Mail confirmation received.

Monday, 11th February, 15:07 CET: I didn't receive a human reply yet, 
and since the business day was nearing its end, I mailed them about the 
status, and asked whether I could come by their Amsterdam office the 
next day to sign the required documents - in order to speed up the whole 
process.

Monday, 11th February, 15:57 CET: Reply from RIPE. Let me just copy and 
paste: "I regret to inform you that we do not offer the possibility to 
sign your contracts in our office and regrettably there is no option to 
speed up the application procedure." - Ok, no biggie. But then:

Quote start.

"We can see that this is an additional LIR account for Lightup Network 
Solutions GmbH & Co. KG.

We are currently reviewing applications with a legal entity type 'GmbH & 
Co. KG' together with our legal department and they have stated the 
following: "GmbH & Co. KG" is a sub-form of a "KG" (partnership).

It normally consists of a general partner and one or more limited 
partners, which can be legal or natural persons.

According to "Due Diligence for the Quality of the RIPE NCC Registration 
Data" the signing party of an agreement can either be a legal or a 
natural person. A "KG" is not considered a legal person and cant be the 
signing party in our agreements.

The agreement can be signed though by one of the legal or natural 
persons that are partners (general or limited). We therefore cannot 
register Lightup Network Solutions GmbH & Co. KG.

As you already have an LIR account with us, we will have to update your 
existing account, de.lightupnet, before we can register this second 
account for Lightup Network Solutions GmbH & Co. KG.

I created a new ticket for your company update and my colleagues will 
contact you shortly for the update."

Quote end.

That didn't sound so good. I've had a company with the legal form GmbH & 
Co. KG (it's a German company) for about 15 years now and my initial gut 
feeling was "That's just plain bullsh*t!".

Tuesday, 12th February, 12:30: I receive another E-Mail. New ticket, as 
they promised.

Quote start.

"It has come to our attention, that the legal name of your LIR account 
has been registered incorrectly.

It was advised by our Legal Department that the legal form of your 
company as "GmbH & Co. KG" is a form of a general partnership that does 
not have a legal personality.

If there is a document proving opposite, please send it to us. According 
to our procedure, we can only sign an agreement with a legal person that 
has a legal personality or a natural person.

Therefore, we will have to correct your legal name to <Markus Stalder 
trading as "Lightup Network Solutions GmbH & Co. KG">, instead of 
<Lightup Network Solutions GmbH & Co. KG>."

Quote end.

They also asked that I upload a photo/scan of my passport, which I did. 
I just thought: Ok, let them have their way. If they want to change my 
LIRs description, who really cares. All I want is to create a 2nd LIR 
and speed this whole thing up. But, since they want to be SO LEGALLY 
CORRECT, I replied and mentioned the following. Let me copy and paste.

Quote start.

"I just uploaded my passport.

However, following your logic, you need to change all of the following 
German legal forms in your database to "Individual-name trading as ...":

- OHG
- KG
- GmbH & Co. OHG
- GmbH & Co. KG

I understand that you would have to do that with a GbR, as a GbR cannot 
get registered in the commercial register of companies and you need to 
specify the names of the individuals. But I think with the above 4 legal 
forms you are making as mistake here.

Although it is correct that a GmbH & Co. KG does not have a legal 
personality that differs from its general partners (Persoenlich haftende 
Gesellschafterin) or limited partners (Kommanditist), a GmbH & Co. KG is 
still a legal entity as its able to sue in front of court, or get sued 
in front of court. A GmbH & Co. KG can also purchase rights and enter 
into liabilities, can purchase property and other in rem rights related 
to estates. (Source: 
<https://www.frankfurt-main.ihk.de/existenzgruendung/rechtsfragen/idem/kg/>)

That being said, since Lightup Network Solutions GmbH & Co. KG was 
founded, I have never ever signed a contract where the contractual 
partner was "Markus Stalder trading as Lightup Network Solutions GmbH & 
Co. KG" but the contractual partner was always Lightup Network Solutions 
GmbH & Co. KG. That includes application forms towards government 
entities as well as contracts with larger corporations.

Actually, my gut feeling based on my own experience with my GmbH & Co. 
KG in the last decades tells me that you are making a mistake here.

And, if you want to be really accurate: You must be aware that the 
Kommanditist (limited partner) is not allowed to represent the company. 
That is something only the Komplementaerin (general partner) can do. The 
general partner of Lightup Network Solutions GmbH & Co. KG is AirAccess 
GmbH.

I'm attaching both company extracts for your convenience.

So, correct would be:

AirAccess GmbH trading as Lightup Network Solutions GmbH & Co. KG"

Quote end.

Wednesday, 13th February, 18:02: Reply from RIPE:

Quote start:

"Many thanks for the clarification and the provided documents.

Please be informed that our Due Diligence for the Quality of the RIPE 
NCC Registration Data <https://www.ripe.net/publications/docs/ripe-700> 
has been implemented in 2018. As the application process for our members 
was not so strict before, it was possible to register an LIR account 
under the partnership name. Currently, we are working on correcting 
these details in the Database.

At this moment we are reviewing German applications with a legal entity 
type 'GmbH & Co. KG' together with our legal department. Thus the 
information you provided is very helpful.

On the review the documents you submitted, we indeed can see that 
"AirAccess GmbH" is a general partner with a special right to represent 
the company. The names of both LIR accounts (de.lightupnet, 
de.lightupnet1) will be corrected tomorrow. It will be confirmed to you 
once the account are updated."

Quote end.

... another day passes ...

Thursday, 14th February, 16:11: Now for the E-Mail from RIPE that blew 
my mind, in a negative sense.

Quote start:

"Many thanks for your patience.

We have reviewed your case internally and agreed that there is no need 
to sign a new agreement for LIR account <de.lightupnet>, as it was 
signed by the director of the company.

It has also come to our attention that, the company AirAccess GmbH (reg. 
No HRB 56386) already has LIR account <de.airaccess>.

Therefore LIR <de.airaccess> should be linked as an additional account 
to <de.lightupnet>, and <de.lightupnet1>.

Please be informed that the following will be applied to all additional 
LIR accounts:

  - The /22 IPv4 allocation you will receive is subject to the RIPE NCC
Transfer Policy and can therefore only be transferred 24 months after the
allocation date.
  - Members with multiple LIR accounts are entitled to just one vote at RIPE
NCC General Meetings. The oldest LIR account will receive the vote.
  - If you wish to transfer internet resources between your LIR  accounts,
you need to pay the full annual service fee for all LIR accounts.
-  If you wish to close LIR account, you need to pay the full annual
service fee for all LIR accounts.

At this moment could you please inform us what name you prefer for LIR 
accounts <de.lightupnet>, <de.lightupnet1>: "AirAccess GmbH" or 
"AirAccess GmbH trading us Lightup Network Solutions GmbH & Co. KG"?

Once it is clarified, we will proceed with updating the legal details of 
your accounts and process the application for <de.lightupnet1>."

Quote end.

Spontaneous thought: HOLY F*CK, ARE THEY SERIOUS ?! ?! ?!  They want to 
change the name of my company - Lightup Network Solutions GmbH & Co. KG 
- to a completely different company: AirAccess GmbH !!! Totally 
unrelated to each other, different business, different everything. The 
only thing these two companies have in common is that they're both mine. 
RIPE MUST BE NUTS!  Here my reply:

Quote start.

"Hi <name of RIPE NCC support person>,

thanks for your mail.

Ok, now you are really taking it over the top.

1) You want to link AirAccess GmbH as an additional account to 
de.lightupnet. And you want to do this for a company which is a legal 
entity by itself.

I do not allow you to do this. AirAccess GmbH is a legal entity by 
itself and I do not want that you change anything about its current LIR 
status, name or anything else.

2) You are offering that I can choose the name for de.lightupnet and 
de.lightupnet1 to be "AirAccess GmbH", a company which is an entity by 
itself and is merely the Komplementaerin (general partner) for Lightup 
Network Solutions GmbH & GmbH Co. KG.

I'm shocked by that idea. That is just completely wrong.

Of course I do NOT want de.lightupnet and de.lightupnet1 to be named 
"AirAccess GmbH" because it would be an factual error. And I don't want 
RIPE to make wrong statements about our company/companies towards the 
public.

It would be like offering to present nl.ripe as KPN. Or Nike as Adidas.

As it appears right now your legal department is doing a mistake when it 
comes to understanding how GmbH + Co. KGs work.

Could you also please let me know the E-Mail address or telephone number 
where I can file a complaint about this whole procedure?

Thank you."

Quote end.

This is where it stands right now.

It's Friday, 15th February.

The work week is over.

I'm sitting here, waiting for RIPE since Monday to send me the LIR 
agreement for the 2nd LIR, so that I can sign it, pay it, and be done 
with it.

My rhetorical questions are:

1) Are they fucking serious ... I can't remember the last time I was 
this angry at anyone.

2) It's RIPE. A large, established organisation that's been around 
forever. WHY THE F*CK does it take them always 1 day to process 
something, to reply to something? They have TONS of employees, they have 
TONS of LIRs that pay them TONS of money, why is everything moving so 
slowly with them ?! ?! ?! It's 2019, not 1995 FOR F*CKS SAKE !!! Get 
your act together and adapt to the times, modernize yourself and BE 
FASTER. UARRRGHHHL.

3) Why in heavens name do they EXACTLY have to start with this whole 
f*cked-up process when I ACTUALLY need something from them (a 2nd LIR 
account)? Why in this very moment? Yeah, because my company popped up on 
their screen because I applied for a 2nd LIR account, makes sense. But, 
could they not simply process the damn LIR application at the same time 
to speed this whole thing up, and later change this sh*t. No, of course, 
it would be not efficient for them to do that, but it's NOT MY FAULT 
they didn't ask to update this data/fix this company sh*t earlier. But 
now THEY MAKE IT MY PROBLEM. Because I'm losing precious time. F*CK!

4) If you look at the LIR list for Germany here - 
<https://www.ripe.net/membership/indices/DE.html> - and search for "GmbH 
& Co. KG" in the document, you will see many companies that are still 
"unchanged": Company name GmbH & Co. KG, but you will also see some that 
were already "updated" according to RIPE logic: "Firstname Lastname 
trading as "Company GmbH & Co. KG" - the "funny" thing is that this is 
just wrong as I explained earlier. They have to re-do all these changes. 
By looking at this list it appears I'm the first where they offer to 
change it to "Another-company-name GmbH trading as Company GmbH & Co. 
KG" JUST BECAUSE I told them that with GmbH & Co. KGs the Kommanditist 
(legal partner) is not allowed to represent the company. So, being the 
first, and looking at that list for comparison tells me they have no 
idea what they are doing!

Have a good day everyone and down with unnecessary, over-the-top
bureaucracy! It's 2019 FOR F*CKS SAKE!!!

Regards
Markus