Hi Linda,
I understand from the presentation at RIPE 78 that you want to make sure resources get allocated to „real/existing“ holders, you want to limit fraud and make sure you limit your „risk“.
From the website you mentioned:
https://www.frankfurt-main.ihk.de/english/business/legal_forms/kg/index.html
I don´t see why a „GmbH & Co. KG“ would not be able to fulfill your requirements:
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. Each personally liable partner has the authorisation to manage and to represent alone. The limited partners have no representation power to the outside.
The „GmbH“ part is not trading, it is not earning money it is not having assets and it will be a bad choice if you want to sue it or recover anything.
(Except the 25.000 EUR share capital that is most likely absorbed by the KG debts should the KG ever file bancrupcy before you have a chance to claim your debt).
You won´t even have the chance to claim any of your debts against the insolvency chart as the assets are in the KG and not the GmbH.
Thanks
Michael
Mit freundlichen Grüßen
Michael Böhme
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KOMPETENZ VERBINDET. WEBDISCOUNT GmbH & Co. KG
WEBDISCOUNT Verwaltungs GmbH Geschäftsführer: Michael Böhme |
Von: ncc-services-wg <ncc-services-wg-bounces@ripe.net>
Im Auftrag von Linda Slaakweg
Gesendet: Mittwoch, 7. August 2019 14:30
An: ncc-services-wg@ripe.net
Betreff: Re: [ncc-services-wg] Issue with membership/registering resources with a german GmbH & Co. KG
Dear colleagues,
We provided some clarification on this topic on the Members Discuss mailing list back in February:
https://www.ripe.net/ripe/mail/archives/members-discuss/2019-February/003273.html
We also presented on this at RIPE 78:
https://ripe78.ripe.net/presentations/109-109-Due-diligence_RIPE-78-updatedv3.pdf
Essentially, we can only accept an agreement that has been signed by a natural or legal person (meaning that the entity has separate legal personality).
While partnerships may be able to enter into agreements in some jurisdictions, liability is not as clearly defined here as in the case of legal persons. It's important to consider that there are many unique legal structures in our service region and our ability
to respond to specific cases needs to be balanced against the need to treat all members the same.
When it comes to the German "Kommanditsgesellschaft" or "KG" (limited partnership), we follow the information provided to us by the German Handelsregister. For example, the website of the Frankfurt Chamber of Commerce states: "The KG does not possess its own
legal personality distinct from the partners themselves."
https://www.frankfurt-main.ihk.de/english/business/legal_forms/kg/index.html
As the Legal Team at the RIPE NCC, we follow the relevant case law that is developing around this issue. We will also review any information members wish to send us which may help to clarify certain legal specifics regarding their organisation.
Kind regards,
Linda Slaakweg
Legal Counsel
RIPE NCC