Legal Registration and Institutional Framework Development for the Nilotica Shea Association

Overview of CSJ Program

Climate Smart Jobs (CSJ) Component 1 is a four-year programme funded by the UK's International Climate Fund. It consists of three sub-components: 1A - Market Systems Development, 1B – Uganda Climate Innovation Fund, and 1C -Ecosystems Services.  Component 1 seeks to sustainably increase agricultural productivity and ultimately improve the incomes of smallholder farmers (particularly women, refugees, and host communities). CSJ understands that smallholder farmers (SHFs) are extremely vulnerable to the effects of climate change (particularly extreme weather events) and face numerous constraints. Mitigating these effects is central to the programme’s approach.  

The constraints SHFs face in improving agricultural productivity and income levels include limited access to inputs for crops and livestock, poor soil and water management, limited access to an efficient distribution model for climate-resilient varieties, limited access to affordable extension services for both livestock and crop, weak engagement between Private Sector Actors (PSAs) and research institutions, high incidence of pests/parasites and diseases for crops and livestock, uncertainty in seasonality (unpredictable rainfall, prolonged dry spell, spatial distribution of rainfall), limited access to affordable on-farm mechanisation services), and weak market access and value addition.  

CSJ intends to work with market actors to trigger change in the market system in a way that enables SHFs to gain increased access to affordable, quality input products and services, in turn increasing their incomes and ability to adapt and become resilient to the effect of climate change

This TOR focuses on the provision of Technical Assistance (TA) to support the development of a structured and sustainable shea sector in Uganda and the broader Eastern Africa region.

Background to the Assignment

Recognizing this need, stakeholders across the shea value chain have initiated the formalization of the Nilotica Shea Association to represent collectors, processors, traders, and exporters. The Association will strengthen industry coordination, promote sustainable land use, and unlock commercial and ecological potential, particularly supporting women involved in shea collection and processing. However, for it to be effective, a solid legal foundation is essential.

This assignment focuses on legally registering the Association and structuring its governance to ensure long-term sustainability. The Consultant will provide legal expertise to register the Association under the most suitable framework, develop inclusive governance mechanisms, and address cross-border legal considerations. Establishing administrative systems and compliance structures will position the Association as a recognised entity, capable of driving collective action and securing investment. Through this process, the Association will become a strong platform for sector-wide development and commercial growth across Uganda and Eastern Africa.

Objectives of the Assignment

CSJ requires the services of a suitably qualified and experienced Consultant to provide technical expertise and guidance to

Guide the legal registration of the Association in Uganda, including selection of the most appropriate legal form, preparation of required documentation, and navigation of all formal procedures with regulatory authorities.Facilitate the establishment of an inclusive institutional framework, including governance bodies, membership systems, and internal rules of procedure.Provide expert input on cross-border legal issues, especially those related to regional market access, trade protocols, intellectual property, and intergovernmental collaboration across Eastern Africa

 Primary Duties and Responsibilities: 

The preferred Consultant, in coordination with the CSJ team and the Nilotica Shea Association Steering Committee will deliver the following responsibilities:

1. Legal Registration of the Association

Legal Form Analysis and Recommendation: Conduct a review of possible legal entity types (e.g. NGO, company limited by guarantee, cooperative society, not-for-profit association) and recommend the most appropriate form aligned with the Association’s objectives and governance needs.Drafting and Filing: Prepare and finalise the Association’s founding documents, including the Constitution and Articles of Association and Memorandum of Understanding among founding members.Regulatory Engagement: Engage with the Uganda Registration Services Bureau (URSB) or other relevant authorities to facilitate efficient and compliant registration. Track submission timelines, respond to queries, and secure certification of registration.Legal Compliance Roadmap: Develop a checklist and guidance document outlining statutory requirements (e.g., tax obligations, annual filings, reporting requirements) and advise the Steering Committee on maintaining good legal standing.

2. Governance and Institutional Framework

Design of Governance Structures: Co-develop an inclusive governance model with clearly defined roles and responsibilities for the General Assembly, the Executive Committee and Technical Subcommittees (e.g. Quality Standards, Women’s Empowerment, Advocacy)Decision-Making Protocols: Establish rules of procedure for meetings, elections, conflict resolution, and accountability.Membership System Design: Define eligibility criteria and develop inclusive categories of membership (e.g. individual, group, corporate). Recommend a tiered membership structure with associated rights, responsibilities, and benefits. Develop application forms, renewal processes, and systems for member data management.Gender and Regional Inclusion: Ensure that the proposed structure reflects meaningful representation of women-led enterprises and geographic inclusion across major shea-producing areas in Uganda and the broader region.

3. Legal Considerations for Cross-Border Operations

Trade and Recognition: Assess the implications of regional trade protocols (e.g. EAC Common Market Protocol) on the Association’s ability to operate across borders and engage members or partners from other countries.Intellectual Property and Branding: Provide basic guidance on protecting the Association’s name, logo, and potential quality seals through intellectual property law (trademark registration, certification marks).Partnerships and MoUs: Develop templates and legal clauses for cross-border partnerships with industry actors, technical partners, and donor agencies. Ensure these reflect equitable benefit sharing and are compliant with international contracting standards.Legal Risk Register: Produce a legal risk assessment highlighting potential issues the Association may face (e.g. disputes over governance, exclusion claims, competition law challenges) and suggest practical mitigation strategies.

Deliverables

The Consultant will deliver the following in execution of the Scope of Work:

Inception Report – outlining methodology, timeline, and stakeholder engagement strategy (due within 1 week of contract signing).Legal entity recommendation memo – analysis of legal form options and justification for selected structure.Constitution and legal documents – developed with participatory input and revised based on feedback.Registered Certificate of Incorporation – secured through relevant authority.Legal compliance toolkit – including registration roadmap, statutory calendar, and operational legal checklist.Governance framework report – describing structure, decision-making processes, and membership systemsCross-border legal guidance memo – highlighting relevant trade, IP, and legal recognition issues.Templates for partnership MoUs and membership agreements – tailored to the shea sector.Final technical report – summarizing the legal registration process, challenges, lessons learned, and handover guidance.

Required Qualifications:
The preferred candidate will exhibit the following competencies:

Achieve Results: Sets and aligns challenging, achievable objectives in performance of tasks having lasting impact.Think Innovatively: Proactively mitigate potential risks, develop new ideas to solve complex problems.Learn Continuously: Create opportunities to help teams expand horizons, diversify experiences.Adapt with Agility: Proactively initiate and champion change, manage multiple competing demands.Act with Determination: Think beyond immediate task/barriers and take action to achieve greater results.Engage and Partner: Politically savvy, navigate complex landscape, champion wider collaboration.

Required Skills and Experience

Advanced degree in Law, Public Policy, or Institutional Development.Proven track record in supporting legal registration and governance structuring of associations, cooperatives, or networks in East Africa.Experience navigating regulatory processes with URSB, the NGO Bureau and other relevant institutions in Uganda.Familiarity with the legal and trade context of natural products, non-timber forest products (NTFPs) like coffee, cocoa and shea.Strong understanding of inclusive governance, gender equity in organizations, and regional trade protocols.

Submission instructions  

Submit your CV and a 1-page Cover Letter describing your suitability for this role. Include in your submission 2 examples of previous work and 2 references. 

Note that only shortlisted consulting firms/individuals will be contacted. If you have not received communication from CSJ MD within four weeks from the submission deadline, consider your bid unsuccessful.

Our company provides equal employment opportunities (EEO) to all employees and applicants for employment without regard to race, color, religion, sex, national origin, age, disability or genetics.