Change of Control of Registry Operator
Please note that the English language version of all translated content and documents are the official versions and that translations in other languages are for informational purposes only.
A change of control (either direct or indirect) occurs when there is a change to the persons or entities exercising "control" (as defined in Section 2.9 of the Registry Agreement) of a registry operator, but the registry operator itself does not change.
Please refer to the definition of "control" in Section 2.9(c) of the Registry Agreement, but as an example, changes of control can arise through an acquisition, merger, changes in ownership percentage, or other changes in a direct or indirect parent entity.
ICANN org conducts due diligence to understand and evaluate the proposed change and to have reasonable assurances that the new ownership or control will continue to enable the secure, stable, and resilient operation of the top-level domain (e.g., ICANN org may assess financial resources, operational and technical capabilities, and/or transaction structure, and will perform background screenings). Changes of control are also subject to the Registry Transition Process, see Registry Transition Process webpage for additional information.
Before You Submit: Considerations and Preparation
Prior to submitting a change of control request, ICANN org encourages registry operators to:
- Review the relevant sections of the Registry Agreement.
- Review the following process along with the Change of Control Required Information.
- Organize a consultation call with your account manager to review the proposed transaction, timing, and to discuss any questions. To schedule a consultation call, open a General Inquiry case in the Naming Services portal (NSp) or contact your account manager directly.*
- Prepare the information and documentation for submission. Please review the Naming Service portal User Guide for Registries for detailed instructions on submitting a service request case.
*Note that any such inquiries shall not be considered notice of a change of control as required by the Registry Agreement. Registry operators are not to construe any consultations with ICANN org as legal, business or tax advice. Each registry operator should consult its own attorney, accountant or other professional advisors concerning legal, business, tax, or other matters concerning the proposed change of control.
Change of Control Process
Below are general instructions for submitting change of control requests.
- Request Submission – The registry operator must select "Change of Control" to initiate a case in NSp. The registry operator must provide ICANN org with the required information and documentation for review. Please see the Change of Control Required Information for more details.
ICANN Review - ICANN org will review the information, responses, and supporting documents submitted and will respond within:
- 30 calendar days of ICANN's receipt of notice of the change of control, or
- 10 calendar days of ICANN's receipt of notice of the change of control if the change of control is exclusively to an existing registry operator (and only if the existing registry operator is in compliance with the terms of its registry agreement(s) governing the gTLD(s) it operates).
Determination - ICANN org will provide one of the following responses of the proposed change of control request:
- Consent - If the information and documentation submitted is sufficient (and, in the case of a change of control exclusively to an existing registry operator, if the existing registry operator is in compliance with the terms of its registry agreement(s) governing the gTLD(s) it operates at the time of consent), ICANN org will provide its consent to the change of control request via a Consent to Change of Control letter.
- Objection/ Consent Withheld and/or Request for Additional Information - If the information, responses, or documentation submitted is insufficient to proceed with Consent or not provided in a timely manner, ICANN org may object/withhold consent to the proposed change of control request. Should ICANN org request additional information to further evaluate the proposed change of control, the registry operator must supply the requested information within fifteen (15) calendar days.
The registry operator is responsible for fees incurred for evaluations conducted by external providers. Fees may vary depending on the nature of the transaction but typically will not exceed US $5,000 for a single change of control request.