CONSULTANCY CALL : TERMS OF REFERENCE FOR EXTERNAL CONSULTATION ON LEGAL, TAX, AND REGULATORY ASSESMENT FOR A LICENSING INCOME STRUCTURE IN AFRICA ( VARIOUS JURISDICTIONS)

Job Description

1. About Fairtrade Africa

Fairtrade Africa (FTA) is the umbrella network organisation representing Fairtrade-certified producers and workers in Africa. It has four (4) regional networks – Eastern & Central Africa; Southern Africa; Western Africa; and the Middle East and North Africa. Established in 2005, FTA aims to effectively represent producers and workers within the International Fairtrade system and provide services to them that contribute to the improvement of their livelihoods (www.fairtradeafrica.net)

2. Objectives of the Consultancy

The overall objective of this consultancy is to support CEA (t/a Fairtrade Africa) in identifying a legally compliant, tax efficient, and operationally feasible structure for receiving licensing income, without jeopardising the NPO and taxexempt status of its Kenyan parent organisation.

Specific objectives include:

2.1. Assessing whether receiving licensing income through any existing subsidiary would affect the tax or NPO status of Commerce Equitable Afrique in Kenya.

2.2. Analysing the legal, regulatory, and tax environments in selected African countries and other suitable jurisdictions for establishing a licensing-focused entity.

2.3. Providing clear recommendations on the optimal location and structure for the new operations or entity, aligned with CEA’s organisational objectives.

2.4. Evaluating tax implications of licensing income across the existing group structure in our current various legal entities and the potential new entity.

2.5 Advising on mechanisms to facilitate employee secondment across CEA Kenya, its subsidiaries, and any new entity.

3. Scope of Assignment

The consultant will be required to undertake, but not necessarily be limited to, the following tasks.

3.1. Structural and Ease of Doing Business Assessment in Rwanda, Mauritius , South Africa, Kenya and Ghana.

3.2. Jurisdictional Analysis on; Analyse the legal, tax, and regulatory environments for licensing income in the following priority countries: Rwanda, Mauritius, South Africa, Kenya, Ghana. Compare jurisdictions based on ease of doing business, which includes corporate and withholding tax implications, treatment of licensing and intellectual property income, ease of compliance and regulatory burden, ease of registration and cross-border payments.

3.3. Entity Setup and Operational Considerations

Advice on whether CEA should operate licensing activities under an existing subsidiary, or establish a new, separate entity.

4. Deliverables

The desired outcome from the Services is to have a clear, well-supported, and practical recommendation on the optimal structure and jurisdiction for receiving licensing income across Africa, while safeguarding the NPO and tax status of Commerce Equitable Afrique in Kenya.

The deliverables are as follows:

4.1. An inception note outlining methodology, assumptions, and workplan.
4.2. A comprehensive written report covering:
4.2.1 Assessment of tax and NPO implications for the Kenyan parent organisation.
4.2.2 Comparative ease of doing business analysis of the selected jurisdictions.

4.2.3 Evaluation of options (existing subsidiary vs new entity).
4.2.4 Risks, compliance considerations, and mitigation measures.
4.2.5 Analysis of employee secondment implications.

4.3. A clear set of actionable recommendations, including:
4.3.1. Recommended jurisdiction and entity structure.
4.3.2 Rationale for selection.
4.3.3 High-level implementation roadmap.

5. Fees

The consultant will need to submit a detailed financial proposal outlining professional fees, including a breakdown by activity or deliverable. Fees should be quoted in Euro and be inclusive of all applicable taxes, unless otherwise specified.

6. Reporting

The consultant will be required to report to the Commercial Director and the Legal & Governance Lead at CEA t/a Fairtrade Africa.

7. Work Plan /Schedule of Activities

The consultant shall propose a detailed work plan and schedule of activities, including key milestones and timelines, as part of the technical proposal. The work plan should clearly indicate the duration of each task and deliverable submission dates.

8. Place or location of assignment

Mostly virtual, open to any advisor, consultant, or firm across Africa.

9. Timeframe

The expected duration of the consultancy is 4 weeks, or 20 business days, from the date of contract signing.

10. How to apply

Application deadline: 23rd February 2026 , 5:00PM EAT.

Interested candidates/firms , who possess the above competencies, should send the documents below via email to: procurement@fairtradeafrica.net, any queries to be directed to: p.colditz@fairtradeafrica.net with a cc to:
e.omwenga@fairtradeafrica.net.

• Section 1: An overview of the consultant’s understanding of this assignment, proposed consultancy plan, methodology, deliverables and timelines;

• Section 2: A financial proposal that indicates allcosts to complete the assignment, supported by a breakdown of costs for each task or element in the TOR;

• Section 3: Any additional information consultants believe demonstrates added value for the Fairtrade Africa within the scope of this assignment;

• Section 4: Three references (name and contact) from organizations or similar work with whom similar assignments have been undertaken outlining the consultant’s role, performance and the project deliverables;

• Section 5: Profiles/CVs of key personnel proposed for the assignment, highlighting roles and level of effort

N/B: Kindly note your proposal should not exceed ten (10) pages and only shortlisted candidates will be contacted.