APNIC transfer, merger, acquisition, and takeover policy

----------------------------------------------------------------------- APNIC Document identity Title: APNIC transfer, merger, acquisition and takeover policy Short title: transfer-policy Document ref: APNIC-123 Version: 003 Date of original publication: 11 January 2010 Date of this version: 21 November 2011 Review scheduled: n/a Obsoletes: previous versions Status: Active Comments: n/a ----------------------------------------------------------------------- APNIC transfer, merger, acquisition, and takeover policy About this document This document describes current APNIC policies for the transfer of resources. This document should be read in conjunction with other APNIC documents, including those dealing with membership and fees. Table of contents 1. Introduction 2. Definitions 2.1 Regional Internet Registry 2.1.1 Counterpart RIR 2.2 Local Internet Registry (LIR) 2.3 Source 2.3 Recipient 2.3 Current resources 2.4 Historical resources 3. Transfers of IPv4 addresses 3.1 Conditions on the IPv4 address block 3.2 Conditions on source of the transfer 3.3 Conditions on recipient of the transfer 4. Inter-RIR IPv4 address transfers 4.1 Conditions on the space to be transferred 4.2 Conditions on the source of the transfer 4.3 Conditions on the recipient of the transfer 5. Transfer of historical Internet resources 5.1 Application of this policy is optional 5.2 Transfer procedure 5.3 Policies applicable to transferred resources 6. Mergers, acquisitions, and takeovers of LIRs 6.1 Updating registration details 6.2 Effect on membership agreement 6.3 Consequences for allocations 6.4 Closure of LIRs 1. Introduction APNIC recognizes there will be situations where IPv4 resources may be transferred between: * Current APNIC account holders * Current APNIC account holders and organizations in other RIR regions(s) * Holders of historical IPv4 addresses without an APNIC account to current APNIC Members * Organizations through a merger, acquisition, or takeover. The policies in this document ensure that all transfers of IPv4 address space are accurately reflected in the APNIC Whois Database. This ensures the integrity of the network and an accurate description of the current state of address distribution. 2. Definitions 2.1 Regional Internet Registry Regional Internet Registries (RIRs) are established under the authority of IANA to serve and represent large geographical regions. Their primary role is to manage, distribute, and register public Internet address space within their respective regions. Currently, there are five RIRs: AfriNIC, APNIC, ARIN, LACNIC, and the RIPE NCC. 2.1.1 Counterpart RIR A counterpart RIR is the Regional Internet Registry that APNIC transfers the IPv4 address space to, or from, in an inter-RIR IPv4 transfer. 2.2 Local Internet Registry (LIR) A Local Internet Registry (LIR) is generally an Internet Service Provider (ISP), and may assign address space to its own network infrastructure and to users of its network services. LIR customers may be other "downstream" ISPs, which further assigns address space to their own customers. 2.3 Source The source in a resource transfer is the organization which, prior to the transfer, is the legitimate holder of the resources to be transferred. Where the source is in the APNIC region, the source must be a current APNIC account holder. Where the source is from another RIR region, it must be that RIR's equivalent to the "source" as defined here. 2.4 Recipient The recipient in a resource transfer is the organization which, after the transfer is completed, will be the legitimate holder of the resources to be transferred. Where the recipient is in the APNIC region, the recipient must be a current APNIC account holder. Where the recipient is from another RIR region, it must be that RIR's equivalent to the "recipient" as defined here. 2.5 Current resources Current resources are Internet resources registered by APNIC under explicit policies and agreements. Resources include public IPv4 addresses, IPv6 addresses, and Autonomous System numbers. 2.6 Historical resources Historical resources are Internet resources registered under early registry policies without formal agreements and include: * Registrations transferred to APNIC as part of the AUNIC to APNIC migration Some historical resource registrations have been inherited by APNIC from the former AUNIC address registry. A list of resources transferred as part of the AUNIC to APNIC migration is available on the APNIC website. http://www.apnic.net/db/aunic * Registrations transferred as part of the Early Registration Transfer (ERX) project Most historical registrations were initially made by the global registries that predated ARIN, such as DDN-NIC, SRI-NIC, and InterNIC. ARIN inherited these registrations automatically when it was established. Historical registrations made to organizations in the APNIC region were transferred to APNIC during 2003 and 2004 as part of the RIRs' Early Registration Transfer (ERX) project. A list of resources transferred to APNIC as part of the ERX project is available on the APNIC website. http://www.apnic.net/erx * Historical APNIC resources Historical APNIC resources were delegated to organizations by APNIC prior to the introduction of a membership structure. These resources have always been registered in the APNIC Whois Database, but if the resource holder did not become an APNIC Member at any time after the introduction of the membership structure, the resources were not made subject to current APNIC policies. 3. Transfers of IPv4 addresses between APNIC account holders APNIC will process and record IPv4 address transfer requests between current APNIC account holders subject to the following conditions. 3.1 Conditions on the space to be transferred The minimum transfer size is a /24. The address block must be: * In the range of addresses administered by APNIC * Allocated or assigned to a current APNIC account holder * The address block will be subject to all current APNIC policies from the time of transfer. 3.2 Conditions on source of the transfer The source entity must be the currently registered holder of the IPv4 address resources, and not be involved in any dispute as to the status of those resources. 3.3 Conditions on recipient of the transfer The recipient entity will be subject to current APNIC policies. Recipients that do not already hold IPv4 resource must demonstrate a detailed plan for the use of the transferred resource. Recipients that already hold IPv4 resources must: - Demonstrate a detailed plan for the use of the transferred resource, - Show past usage rate, and - Provide evidence of compliance with APNIC policies with respect to past delegations. APNIC will maintain a public log of all transfers made under this policy. 4. Inter-RIR IPv4 address transfers APNIC will recognize inter-RIR IPv4 address transfers only when the counterpart RIR has an inter-RIR transfer policy that permits the transfer of address space between APNIC and its own region. APNIC will process and record IPv4 address transfer requests between current APNIC account holders and organizations in other RIR regions subject to the following conditions. 4.1 Conditions on the space to be transferred The minimum transfer size is stipulated in Section 3.1 of this policy. The IPv4 address space should be under the management of the RIR at which the transfer source holds an account and the authentic holder of the space should match with the source without any disputes. 4.2 Conditions on the source of the transfer The conditions on the source of the transfer will be defined by the RIR where the source organization holds an account. This means: * For transfers from an APNIC source, the conditions defined in Section 3.2 will apply. * Where the source is in another region, the conditions on the source as defined in the counterpart RIR's transfer policy at the time of the transfer will apply. 4.3 Conditions on the recipient of the transfer The conditions on the recipient of the transfer will be defined by the RIR where the recipient organization holds an account. This means: * For transfers to an APNIC recipient, the conditions defined in Section 3.3 will apply. * Where the recipient is in another region, the conditions on the recipient as defined in the counterpart RIR's transfer policy at the time of the transfer will apply. 5. Transfer of historical Internet resources 5.1 Application of this policy is optional If historical resources are transferred to an APNIC member, there is the option to make the transfer under the conditions described in this policy. Transfers of Internet resources to current APNIC account holders are purely optional. For information on the different types of transfers available, please see Guide to the transfer of historical Internet resources. http://www.apnic.net/publications/guidelines/historical-transfer 5.2 Transfer procedure All transfers of historical resources to current APNIC account holders made under this policy are recognized and registered by APNIC. APNIC does not require any technical review or approval of the resource's current use to approve the transfer. In addition, APNIC does not review any agreements between the parties to a transfer and does not exert any control over the type of agreement between the parties. To transfer historical resources, the following steps take place: 1. The APNIC Member submits the Historical transfer application form 2. APNIC verifies the existing holder of the resources 3. The existing holder of the resources provides documents confirming the transfer to the APNIC member 4. APNIC transfers the resources to the APNIC member's account. You can find more about the transfer of historical resources in the Manage Resources section of the APNIC website. 5.3 Policies applicable to transferred resources All resources transferred under this policy are subject to the provisions of all normal address management policies. In particular, future address requests from the member must document the use of transferred resources as a part of the member's current resource holdings. For more information on transferring historical resources, please see Guide to the transfer of historical Internet resources. http://www.apnic.net/publications/guidelines/historical-transfer 6. Mergers, acquisitions, and takeovers of LIRs 6.1 Updating registration details If an LIR changes ownership (due to a merger, sale, or takeover), then the new entity must register any changes to its network usage and contact personnel. If the effect of the ownership change is that the LIR changes name, then the LIR must provide to APNIC relevant legal documentation supporting the name change. 6.2 Effect on membership agreement If an LIR changes ownership then the new entity should advise APNIC of the change. APNIC membership is not transferable from one entity to another; however, if the effect of the ownership change is that the LIR becomes a subsidiary of another entity, and the infrastructures of the respective entities remain fully independent, then the membership agreement may continue. 6.3 Consequences for allocations Following ownership change of an LIR, APNIC will review the status of any allocations that are held by the new entity or entities, with regard to the practical effect on their infrastructures. If the practical effect of ownership change is that the infrastructures are merged, then APNIC will not continue to make separate allocations to both. This situation will invalidate the membership agreement of the LIR that is effectively subsumed. When assessing the status of allocations, APNIC requires full disclosure of all address space held by all of the entities in question. If full disclosure is not made, then APNIC will consider any allocations to be invalid and will require that they be returned. 6.4 Closure of LIRs If an LIR holding current APNIC resources ceases to provide Internet connectivity services, all of its current resources (this includes IPv4, IPv6 and AS numbers) must be returned to APNIC. It is the responsibility of the LIR (or any liquidator or administrator appointed to wind up the member's business) to advise all of its customers that address space will be returned to APNIC, and that renumbering into new address space will be necessary. In the case that a new LIR takes over the business or infrastructure of the closed LIR, the existing address space may be transferred to the new LIR, however such a transfer is subject to re-examination by APNIC and may be treated as a new address request process. For more information on transferring resources in these ways, see Transfer resources on the APNIC website.