Term of Reference for Consultancy Services
Legal Service to support the registration and accompany the start-up of a new national non-government organisation
Location: Freetown, Sierra Leone
1.0 Background and Context
In 2018, Search global took a decision to transition from Country Programmes to Conflict Geographies; a process that will eventually lead to the gradual closedown of some country offices, including Sierra Leone. The Sierra Leone Country Office is in the process of identifying the most suitable option that guarantees a seamless transition from Search for Common Ground to a local entity. It is for this reason that we seek legal services to advice and accompany us through this potential transition smoothly
2.0 Scope of Work
The scope of work is in two Parts (A&B) but the objective of this consultancy is to support Search understands the legal, fiscal, governance and political parameters of establishing a local entity. This will inform Search about what choices and options exists, what obligations are inherent in the choices we make, and identifying the potential risks. We require you therefore, to provide answers to these questions which constitute Part A of the assignment:
Key Areas the tasks should focus:
What legal options exist for the creation of a new local entity?
What different types of association or entity exist in the country?
How is an NGO legally defined according to the law?
For each of the above options:
- What are the registration requirements for each of these?
- What are the required costs associated with registration?
- How long does the registration process typically take?
- What legal or other fees can we expect to incur during this process?
- What are the audit requirements? The entity would need have an internal control body charged with doing regular verification and report to the board or relevant governance mechanism
- What are the government reporting requirements for each legal option? How difficult are these to meet?
- When and how can a local NGO (or other type of entity) benefit from tax
- exemption? What tax requirements exist for each of the legal options described above?
- What oversight requirements or government scrutiny, if any, might be triggered by sending
- grant proposals to foreign donors?
- What restrictions on funding flows, both national and international, exist?
- What are the annual fees and/or taxes that the new local entity can expect to pay?
- What are the governance options? (Board of Directors, etc) Are foreigners permitted to serve as entity officers and/or board members?
- Is it possible to be a regional local NGO with branches in different countries? (For example, could we have Talking Drum Studio in Guinea, Liberia and Sierra Leone?)
- Can a non-profit have a ‘for profit’ or ‘social enterprise’ wing? (For example, could the local entity also have consultants doing fee-based work, still in line with the purpose of the local non-profit?)
- What are the potential barriers to registration that our teams can prepare for?
- What regulatory limitations might there be on any continued connection to Search for Common Ground, e.g., through a MOU, board memberships, electronic systems, business development, etc.?
- What legal measures should be considered when the local entity is working on sensitive matters like election monitoring or peacebuilding in order to not be dissolved by the government?
- What programmatic control can the government exert on local entities? How much is the type of registration linked to the type of work that the local entity intends to pursue?
The core deliverable of the legal practitioner/firm are as follows: One comprehensive draft report by February 25, 2019 detailing the analysis responding to the key tasks for review and feedback from Search’s Regional and Executive Teams and a final report at the end of February after a satisfactory review and approval of the draft.
4.0 Minimum requirements
- Must be a qualified lawyer with a minimum Law degree (LLB) from a recognized university with the legal right to practice law in Sierra Leone
- Must have a Minimum of five (5) years of legal practice as a Barrister/Solicitor of the High Court of Sierra Leone
- Proven experience in any of the following fields of Law: Company Law, Labour law, Tax Law, Corporate law, Insurance law.
- In the case of a Legal firm, it must be legally registered to operate as a law firm in Sierra Leone, and the lead Attorney should have no less than 7 years legal practice in Sierra Leone a minimum LLM in Company/Corporate Law, Labour Law, Tax or Insurance Law
- Must possess certificate of membership of the Sierra Leone Bar AssociationThe legal firm/practitioner must have an office easily accessible and located in Freetown with an effective secretariat opened during working days and hours
- Must have undertaken similar assignment before for a reputable International NonGovernmental Organization or business entity
4.1 Duration of Assignment:
The duration of the consultancy will be for a period not more than one month, effective the date the consultancy agreement is signed by the parties. And is subject to renewal should the Regional and Executive Teams be very satisfied with the quality of the report.
The second assignment will focus on guiding Search through a registration process.
The legal consultant /firm will report to the Country Director of Search for Common Ground – Sierra Leone and or his designate
5. Mode of Application:
Interested candidates and or law firms who meet the requirements are required to send a technical proposal (detailing their expertise, experience and five references for similar task implemented) plus a financial quote for the assignment to firstname.lastname@example.org CC: email@example.com on or before 15th February 2019 at 5 pm. n case of any questions related to the assignm
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