Mergers-Acquisitions-Takeovers-Closures of LIR/End-User
- Mergers-Acquisitions-Takeovers-Closures of LIR/End-User
- Ownership Change
- Closing an member organisation/LIR
- When an LIR is Closed by AFRINICR
This document provides guidelines to Local Internet Registries (LIRs) and End-User Organisations on the steps to take when the organisation changes ownership (due to a merger, sale or takeover) or stops serving entirely as an LIR.
When an AFRINIC member organization changes ownership status or stops serving as an LIR, there are financial, IP address space and AFRINIC Database issues that need resolving. Therefore, AFRINIC must always be contacted when a member changes ownership or closes.
2.0 Ownership Change
a. Clarify the type of change:
- A takeover of one member by another member, closing one of the member organizations.
- A takeover of a member by a non-member organization.
b. Outline the details of the change, stating:
- The reason for the change of organization.
- The name of the company/companies involved.
- The number of members affected by the change.
- The org-handles(s) of the member organizations affected by the change.
c. Present the following documents to AFRINIC:
- 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 the VAT number
(For companies located In Mauritius)
- A new Registration Services Agreement, if applicable (See section 2.2).
- Legal documentation supporting the name change, if applicable (See section 2.2).
- Overview of utilization in all allocations (See section 2.6).
Following any type of change (such as mergers, acquisitions or takeovers) of a member organization operating, AFRINIC will review the status of any IP address allocations that are held by all the members involved.
According to current policy, all allocated resources remain valid as long as the original criteria for which those resources were issued are still in place. Following this policy guideline, AFRINIC must ensure that for each merger and/or takeover, the resulting organization is planning to continue using the allocated/assigned number resources for the original criteria under which these resources were issued. In light of this, AFRINIC may require the following documentation from the resulting organization:
a. License from the local telecommunications regulator or equivalent to operate as an ISP for the new organization. (Where necessary),
b. Documentation showing proof of allotted operating frequencies from the local Telecommunications regulator (also where necessary),
c. Company registration documents from the appropriate body.
d. Contracts between new organization and upstream connectivity providers.
e. Any legal or public information about the mergers and continuity of Internet Services,
f. Any other documentation that AFRINIC will deem necessary to complete the process.
g. An uppdated address plan for the merged Infrastructure (where necessary).
When a member organization changes ownership, a new service agreement may need to be signed. AFRINIC will need to request a new Registration Service Agreement (RSA) from the new owners if the member organization changes the legal name from that appearing in our records. The registration documentation from the relevant Chamber of Commerce or its country equivalent, supporting the name change must be submitted to AFRINIC.
If the member organization does not change its name, it can continue to operate under the same RSA. If the merger results into a change of membership type, a new membership form will have to be submitted to AFRINIC, and this should show the new type (Usually LIR or EU).
In the case where a member organization takes over one or more member organizations, confirmation of the takeover from all parties involved or their legal representatives must be included.
2.4 Contact Person(s)
It is very important to notify AFRINIC, if there is a change of contact person(s). This is essential, as only registered contact person(s) can submit Internet resource requests to AFRINIC and provide updates to our internal registry files. If there are no current registered contacts remaining with the member organization, a fax signed by a senior administrative authority on the organization's letterhead is required to implement these changes. The changes should include the new registered contact person(s) for the member organization.
It is not necessary to obtain a new Organization Handle (org-hdl) if the name of the member organization hasn't changed. The org-handle is an identifier used by AFRINIC to distinguish the various members. It does not have to correspond to the legal name of the member.
All transfers of address allocations from one member to another (or to a non-member) require evaluation and approval by AFRINIC. It is expected that all database objects relating to this allocation be correct and up-to-date before the transfer occurs.
There are no administrative fees involved in handling mergers and related tasks. However, all current outstanding invoices for the members involved in the process will have to be paid in full before AFRINIC can start the process.
In the case of a closure, AFRINIC should be contacted at least 1 month prior to the required closure date. Only registered member contact person(s) can discuss a closure of an organization with AFRINIC. In case of bankruptcy, the court-appointed administrator may take over these responsibilities.
To cease operations, a member is required to take the following four steps:
a. Send AFRINIC a written request to officially close the membership. State the reasons for closure and the intention to return the unassigned address space.
b. Provide AFRINIC with documentation of all IP assignments made from address space allocated by AFRINIC.
c. Provide a list of any End Users that have expressed a need to keep their assigned IP address space. Contact information such as e-mail addresses of these End Users should be included. (See section 3.7)
d. Verify that the contents of the AFRINIC Database are up-to-date. A closing member is responsible for removing any objects entered by them in the AFRINIC Database that are no longer valid. Please send a confirmation to AFRINIC that all obsolete and invalid objects have been removed, or if any other help is required (See section 3.8)
A closing member is not allowed to make any further assignments from its address space allocations.
A member will continue to be billed for services until a formal request to be closed is sent by a registered contact person along with all paperwork until AFRINIC approves the merger.
If a member wishes to transfer IP address allocations to another existing member organization, they must provide documentation about all assignments to the member receiving the transferred allocation. As outlined above, all transfers require approval by AFRINIC and all database objects must be valid and up-to-date.
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.
The End Users cannot continue to use the address space already assigned to them by the closing LIR. Assignments made by an LIR that has been closed are invalid as the full allocation would have to be returned to the unused number resource pool.
Members are responsible for the accuracy of the data they enter into the AFRINIC Database. In the case of a closure , the member should remove any objects in the AFRINIC Database that are no longer valid. This includes inetnum and domain objects with obsolete information. In case 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 AFRINIC maintainer. The LIR should provide AFRINIC with a list of relevant database objects agreeing to AFRINIC overwriting the current LIR's maintainer.
Unassigned address space will be returned to AFRINIC and will revert back to the public pool of IP address space. It can be assigned or allocated by AFRINIC as necessary. Should the member decide to close and reopen at a later date, all formal steps required to become an AFRINIC member must be re-done. All reclaimed addresses are quarantined for a period of 2 years before they can be allocated to another entity.
AFRINIC may decide to close a member that stops paying its bills and/or cannot be contacted by AFRINIC for a significant period of time. Furthermore, if a member consistently violates the policies established by the Internet Assigned Numbers Authority (IANA) or the community at large, in spite of multiple warnings, such a member may be closed. There are internal guidelines followed by AFRINIC towards closure of members