| Posted date | 11th November, 2025 | Last date to apply | 17th November, 2025 |
| Country | Pakistan | Locations | Islamabad |
| Category | Legal officers & Practitioners | ||
| Type | Consultancy | Position | 1 |
| Experience | 5 years | ||
TERMS OF REFERENCE (TOR)
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Title of Assignment: |
Registration of an 11 Member Social Enterprise Entity (MSME/AOP/Partnership Firm) in Islamabad |
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Project: |
Waste for Value |
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Donor: |
NCA |
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Location: |
Chack Shezad, Islamabad. |
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Duration: |
24 Months |
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Project Start Date: |
January - 2025 |
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Project End Date: |
December -2026 |
Introduction/Background
Pak Mission Society (PMS) is a national relief and development, non-governmental, and not-for-profit organization established in 2004 and registered on 13th February 2008 under the Societies Registration Act 1860. Since its establishment, PMS has reached and served unreached and underprivileged communities regardless of race, gender, ethnicity, class, religion, and social background. PMS has also a triannual Memorandum of Understanding that is also referred to as NOC from the Economic Affairs Division (EAD), that allows work status until November 2024. Moreover, PMS has secured three years’ membership with the Pakistan Centre for Philanthropy (PCP) after completing its qualifying partnership rounds as well.
Pak Mission Society (PMS) is implementing the "Waste for Value" project focused on transforming waste management into a sustainable economic and environmental opportunity across 10 target communities in Islamabad. As a core component of this project, PMS has formed 10 distinct Social Enterprise Groups (SEGs) within these communities.
The long-term sustainability plan requires the establishment of a formal, legally registered entity a Micro, Small, and Medium Enterprise (MSME) that will assume full ownership, management, and operational responsibility of the plastic waste recycling plant installed by PMS. This body is intended to be a sustainable social enterprise and a source of green jobs.
This body will comprise ten (11) nominated members, one representative from each of the 10 established Social Enterprise Groups (SEGs) and one from Pak Mission Society.
PMS requires the services of a qualified legal consultant or firm to advise on the most appropriate legal structure, prepare all necessary documentation, and ensure the complete, legal registration of this 11-member entity with the relevant authorities in Islamabad. The preferred mode is an Association of Persons (AOP) / Partnership Firm, but the consultant must confirm its suitability given the requirement for the entity to own fixed assets (the recycling plant).
Objectives
The primary objectives of this consultancy are to:
1) To provide expert legal advice on the most viable and legally sound corporate structure (AOP, Limited Liability Partnership (LLP), or Private Limited Company (PLC)) that best protects the members' interests, facilitates asset ownership (recycling plant), and aligns with the entity’s social enterprise mandate.
2) To successfully complete all formalities for the registration, and register the chosen entity with the Registrar of Firms (for AOP) or the Securities and Exchange Commission of Pakistan (SECP).
3) To obtain all required tax and regulatory numbers (NTN, STRN, etc.).
Scope of Work
The consultant shall execute the following three phases of work:
Phase 1: Legal Advisory, Structuring & Documentation
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Task |
Description |
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3.1.1 Legal Feasibility & Recommendation |
Conduct a comparative legal analysis of registering as an Association of Persons (AOP) vs. a Limited Liability Partnership (LLP) vs. a Private Limited Company (PLC). The advice must specifically address the implications for: a) Unlimited vs. Limited Liability for members, and b) The legal capacity to hold fixed assets (the recycling plant machinery) in the entity’s name. Present a clear, written recommendation for the final structure choice to PMS. |
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3.1.2 Entity Naming & Reservation |
Facilitate the selection and reservation of a unique name for the enterprise with the appropriate regulatory body (Registrar of Firms / SECP). |
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3.1.3 Draft Partnership/Governing Deed |
Draft the comprehensive legal agreement (Partnership Deed, MOA/AOA, etc.) that clearly defines: a) The roles, responsibilities, and representation of the 10 nominees (one from each SEG). b) The profit/loss sharing mechanism. c) The management structure and decision-making authority. d) The process for dispute resolution and member exit/entry. |
Phase 2: Official Registration and Compliance
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Task |
Description |
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3.2.1 Entity Registration |
Complete and submit all requisite forms, affidavits, stamp papers, and fees (including Form-I, Partnership Deed on stamp paper, etc., for AOP in Islamabad) to the Registrar of Firms or SECP. Manage the process, including coordinating the physical appearance of the 10 nominated partners/witnesses, until the final registration certificate is obtained. |
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3.2.2 Tax Registration (FBR) |
Obtain the National Tax Number (NTN) for the registered entity from the Federal Board of Revenue (FBR) and, if applicable based on the business scope/turnover, the Sales Tax Registration Number (STRN). |
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3.2.3 Bank Account Facilitation |
Assist the 10 nominees in fulfilling all legal documentation requirements needed to open a corporate bank account in the entity's registered name. |
Phase 3: Handover and Training
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Task |
Description |
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3.3.1 Document Handover |
Organize and handover a complete file of original registered documents to the PMS Project Manager and the appointed office-bearers of the newly registered entity. |
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3.3.2 Regulatory Briefing |
Provide a one-time, two-hour training/briefing session to the 10 nominated members covering their legal responsibilities, compliance requirements (e.g., annual filings, tax obligations), and the operational implications of the chosen legal structure. |
4. Deliverables and Timeline
The following are the mandatory deliverables to be completed within the 1-month duration:
|
Deliverable |
Description |
Timeline (from Start Date) |
|
D1: Legal Feasibility Report |
Comprehensive report detailing the recommendation for the legal structure (AOP/LLP/PLC) with justifications regarding liability and asset ownership. |
Week 1 |
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D2: Governing Document (Draft & Final) |
Signed and Notarized original Partnership Deed or Memorandum and Articles of Association (MOA/AOA). |
Week 2 |
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D3: Final Registration Certificate |
Original Registration Certificate (e.g., Form C for AOP or Certificate of Incorporation for LLP/PLC) issued by the relevant authority in Islamabad. |
Week 4 |
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D4: Tax & Regulatory Certificates |
Original NTN certificate (and STRN, if applicable). |
Week 4 |
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D5: Corporate Bank Account Letter |
Official document from the bank confirming the opening of the corporate bank account in the entity's name. |
Week 4 |
|
D6: Handover Session |
Conducted handover session and presentation of the legal compliance briefing. |
Week 4 |
Deliverables and Timeframe
4. Deliverables and Timeline
The following are the mandatory deliverables to be completed within the 1-month duration:
|
Deliverable |
Description |
Timeline (from Start Date) |
|
D1: Legal Feasibility Report |
Comprehensive report detailing the recommendation for the legal structure (AOP/LLP/PLC) with justifications regarding liability and asset ownership. |
Week 1 |
|
D2: Governing Document (Draft & Final) |
Signed and Notarized original Partnership Deed or Memorandum and Articles of Association (MOA/AOA). |
Week 2 |
|
D3: Final Registration Certificate |
Original Registration Certificate (e.g., Form C for AOP or Certificate of Incorporation for LLP/PLC) issued by the relevant authority in Islamabad. |
Week 4 |
|
D4: Tax & Regulatory Certificates |
Original NTN certificate (and STRN, if applicable). |
Week 4 |
|
D5: Corporate Bank Account Letter |
Official document from the bank confirming the opening of the corporate bank account in the entity's name. |
Week 4 |
|
D6: Handover Session |
Conducted handover session and presentation of the legal compliance briefing. |
Week 4 |
Selection Criteria
The consultant/firm must demonstrate the following qualifications and expertise:
1) A registered law firm or individual legal consultant with a proven track record (minimum 5 years) in corporate, partnership, or MSME registrations in Islamabad Capital Territory (ICT).
2) Demonstrated knowledge of the Partnership Act, 1932, the Companies Act, 2017, and local FBR/ICT Administration procedures.
3) Specific experience in advising social enterprises or non-profit businesses transitioning to commercial legal structures is highly desirable.
4) Excellent communication skills in English and Urdu for drafting legal documents and conducting member briefings.
Evaluation Criteria
The consultant/firm will be evaluated based on the following criteria:
|
Criteria |
Marks |
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15 |
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20 |
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15 |
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50 |
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50 |
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Overall Total Score |
100 |
Financial Obligations of the Consultant
The Consultant/Firm shall be solely and fully responsible for all necessary payments, costs, fees, and expenses incurred in relation to this assignment.
This obligation includes, but is not limited to:
- All costs associated with the preparation and submission of the technical and financial proposals.
- Any and all applicable government taxes (e.g., Sales Tax, Income Tax), duties, permits, licenses, and charges, fee, required by local, provincial, or national regulatory authorities for the execution and completion of the project.
The final negotiated fee paid by Pak Mission Society (PMS) to the Consultant/Firm shall be considered inclusive of the above-mentioned obligations, and the Consultant/Firm shall bear all associated financial liabilities.
How to Apply
Interested consultants/firms are invited to submit the following:
- Cover Letter: Clearly stating suitability for the assignment and availability for the one-month duration.
- Company/Consultant Profile: Including proof of registration and track record of similar assignments.
- Technical Proposal (Max 3 pages): A detailed methodology outlining the steps to achieve the registration (specifically addressing the AOP vs. other options), a proposed work plan aligned with the 1-month timeline, and the proposed legal structure (AOP/LLP/PLC) for PMS's consideration.
- Financial Proposal: A lump-sum professional fee quotation, inclusive of all expected government fees, stamp duties, notary charges, and travel/coordination costs required for the completion of all deliverables.
Online Submission address: Send a digital file in the form of an email sent to the dedicated email address: [email protected] or mail to the following address with the reference # on or before 17th November, 2025 COB 5PM.
Procurement Manager
House # 333, Street # 29
Sector G=14 /4
Islamabad
+92-51-8446166