[arin-ppml] Deceased Companies?

[John Curran]

> On 25 Jul 2022, at 5:50 PM, Ronald F. Guilmette <rfg at tristatelogic.com> wrote:
> 
> In message <91F20ECC-6DE8-4DE7-822C-B3436465E896 at arin.net>, 
> John Curran <jcurran at arin.net> wrote:
> 
>>> So I ask again, where is the justification, either in legal principals or in the
>>> actual text of the RSA that says that George retains (or obtains) _any_ interest
>>> in the /24 upon the death of George's LLC?  The way I read the plain language of
>>> the RSA, all claims, rights, and titles to the /24 must necessarily pass back to
>>> ARIN upon the death of the LLC, if for no other reason, then at least for the
>>> obviious reason that "The Holder" no longer exists and thus can no longer pay the
>>> annual fees.
>> 
>> Wonderful logic.  I'll note that telecommunications companies routinely consolidate, and 
>> that it is quite possible that invoices will paid from an account other than one that signed 
>> the ARIN agreement. (Given how some organizations are about updating their merger 
>> records, any other position would be irresponsible...) 
> 
> This is a clear evasion of the question John.

I am not evading the question - you said " if for no other reason, then at least for the obviious 
reason that "The Holder" no longer exists and thus can no longer pay the annual fees.”

I noted, in reply, that there is very little relevance as to who pays the annual registration fees, 
and such fees are frequently paid by entities that are not the same legal entity (it’s unclear 
that ARIN would even know if paid out an account owned by a different legal entity.) 

> Where is the justification, either in legal principals or in the actual text of the RSA
> that says that George retains (or obtains) _any_ interest in the /24 upon the death of
> George's LLC? 

Reorganization per NRPM 8.2, in the case where there is no dispute, an RSA will be entered, 
and the recipient "provides evidence that it has acquired the assets that use the resources to 
be transferred from the current registrant."

> Section 8.2. of the NRPM covers "Mergers, Acquisitions, and Reorganizations".  The policies
> and procedures that are to be applied in all of those situations are quite clearly set
> forth there.  Section 8.2. of the NRPM quite clearly *does not* cover dissolutions.
> Please provide a straight answer to the question I did ask, which related to dissolution
> situations.

It appears to be a reorganization of the failing operation from an LLC to now operating under
under a registered legal name instead. 

> You are being deliberately obtuse and evading the question.  If the hypothetical TMBBATS LLC
> goes belly up, then when will the Registration Services Helpdesk, or any other part of ARIN
> even notice this fact and take some action (i.e. ANY action)?  After 1 year?  After 2 years?
> After 10 years?  Ever?

No, not unless specifically brought to the attention of ARIN.  Note that such conditions, 
as we have discussed here, are sometimes transitory and may be cured or reinstated, 
so absent clear direction in policy we will not monitor and/or reclaim under a lapse in 
regisration. 

> The evidence that I am looking at confirms that ARIN is not lifting a finger to clean
> the stables of all of the dead and defunct resource holding members, ever.

That is correct (at least under present policy...) 

>  As much as you would like to distract from that central fact by injecting irrelevancie about
> mergers and/or the wonderful helpfulness of Registration Services Helpdesk, reality is still
> reality, and if you had anything positive to say about ARIN's approach to the problem
> of dead companies cluttering up your books then you would have said it by now, rather
> than just trying to change the subject.

I was not trying to change the subject, but rather pointing out that if ARIN’s RSD can help
a customer retain their number resources in accordance with policy, that’s what will happen.
You might not like an ancient lapsed corporate registration being recognized and allowed to 
transfer to a new legal entity operated by the same party, but this is not foreclosed by policy
particularly where it concerns number resources that remain in use by the same assets”

Thanks,
/John

John Curran
President and CEO
American Registry for Internet Numbers