Terms of Reference (ToR) for Legal / Business Consultancy Firms to Provide Support for Registration and Licensing of Hayok Single Unit Tier 2 Microfinance Bank at Hayok Medicare Limited

Applications are invited for:

Title: Terms of Reference (ToR) for Legal / Business Consultancy Firm to Provide Support for Registration and Licensing of Hayok Single Unit Tier 2 Microfinance Bank

Location: Nigeria

Background

• We are seeking to establish a Tier 2 Single Unit Microfinance Bank (MFB) in Nigeria to provide inclusive financial services, particularly to underserved individuals and MSMEs in the health, agriculture, trade, and related sectors.
• To achieve this, Hayok is engaging the services of a qualified legal or business consultancy firm to lead the end-to-end process of registering, planning, and licensing the microfinance bank in line with the Central Bank of Nigeria (CBN) regulatory framework and applicable Nigerian laws.

Objectives of the Assignment

• The objective is to support Hayok in the successful registration, feasibility analysis, and acquisition of a Tier 2 Single Unit Microfinance Bank license through a structured and compliant process.

Scope of Work
The selected firm shall perform the following tasks:
Corporate Registration and Structuring:

• Conduct name reservation and register the proposed microfinance bank with the Corporate Affairs Commission (CAC).
• Draft and file all incorporation documents including the Memorandum and Articles of Association tailored for an MFB.
• Advise on the bank's shareholding and board structure in line with CBN’s corporate governance requirements.

Feasibility Study and Business Plan Development:

• Conduct a detailed feasibility study including market needs assessment, financial viability, competitive analysis, and risk profile.
• Develop a five-year business plan in compliance with CBN’s MFB licensing requirements, including:
• Proposed capital structure
• Financial projections
• Target market and outreach strategy
• Management and operational framework.

CBN Licensing Process:

• Prepare and submit the application for an Approval-in-Principle (AIP) from CBN.
• Guide the preparation and collation of all necessary documents including:
• Evidence of capital deposit (minimum ₦50 million for Tier 2 Single Unit)
• Details of promoters, directors, and key management staff
• Organizational structure and job descriptions
• Operational policies (credit, risk management, AML/CFT, internal control, etc.)
• Draft IT plan and infrastructure design
• Support Hayok in responding to CBN queries and attending licensing meetings.
• Facilitate submission for final license after AIP requirements are met.

Post-Licensing Advisory:

• Support operational readiness including:
• Recruitment of key personnel
• Office setup and branding
• Core banking software selection
• Policy manuals and standard operating procedures
• Advise on NDIC registration and other post-licensing statutory obligations.

Deliverables

• CAC incorporation documents of the proposed MFB
• Detailed feasibility study and business plan
• Complete CBN AIP and final license application documentation
• Operational manuals and internal policy documents
• Post-licensing compliance checklist and advisory reports

Timeline:

• The assignment is expected to span 6–9 months, subject to regulatory timelines. A detailed work plan with milestone deliverables will be developed at project inception.

Reporting and Supervision:

• The consultant will report to the Managing Director/CEO of Hayok Medicare Limited or a designated project manager. Periodic progress reviews will be held bi-weekly or as required.

Consultant’s Qualifications

• Registered consultancy firm with experience in microfinance bank setup and CBN licensing.
• At least 5 years of verifiable experience with regulatory compliance and financial sector advisory.
• In-depth understanding of the 2020 Revised Regulatory and Supervisory Guidelines for MFBs in Nigeria.
• Skilled team including legal, financial, and regulatory compliance professionals.

Application Closing Date
25th April 2025.

How to Apply
Interested and qualified candidates should submit their Application documents to: hr@hayokmedicare.ng using “Unit MFB license” as the subject of the mail.

Submission Requirements
Interested firms are expected to submit:

• Company profile and evidence of similar projects completed
• CAC registration and relevant certifications
• CVs of key personnel to be assigned to the assignment
• Technical proposal outlining methodology, approach, and timeline
• Financial proposal detailing consultancy fees and payment terms.