Mergers, Acquisitions, Takeovers and Closures of Organisations Operating an
LIR
   
   Kamran Khalid   
   Nurani Nimpuno
   Sabrina Wilmot
                 
   Document ID: ripe-301
   Date: 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.
   _________________________________________________________________

Table of Contents

   1.0 Introduction
   2.0 LIR Ownership Change
   2.1 IP Address Space    
   2.2 Service Agreement
   2.3 Change in Operating Organisation
   2.4 Contact Person(s)               
   2.5 RegID            
   2.6 Transfers of Address Allocations
   2.7 Takeover fee
   3.0 Closing an LIR                  
   3.1 Further Assignments
   3.2 Finance           
   3.3 Transfers of Address Allocations from a Closing LIR
   3.4 Open Address Space Requests                        
   3.5 End Users Keeping Address Assignments
   3.6 Continued Internet Connectivity to End Users
   3.7 Discontinued Internet Connectivity to End Users
   3.8 Database Responsibilities                      
   3.9 Unassigned Address Space 
   4.0 When an LIR is Closed by the RIPE NCC

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.