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
