Terms of reference
Legal assistance for the creation of one or two new entities aimed at
- strengthening market access and
- securing existing microfinance activities in order to develop income-generating activities in rural areas.
Context
ACE is a microfinance program created by a French non-governmental organization – Entrepreneurs du Monde (EdM) in 2007 to operate microfinance activities in Dien Bien province based on the following legal basis:
- Operational Registration issued by Department of Foreign Affairs belonging to Ministry of Foreign Affairs
- Microfinance Program Registration issued by State bank of Vietnam
- MOU with the People’s Committee of Dien Bien Province.
ACE’s capacity building services and pro-poor financial services have been designed and intrinsically combined to promote a social and sustainable approach of microfinance adapted to the needs of the most vulnerable, mainly Black Thai women living in rural areas.
After studying two value chains, namely coffee production and processing and weaving, ACE aims to strengthen its support for its beneficiaries by creating a new entity responsible for developing market access and marketing for their products. In the short term, ACE is willing to focus its support on coffee and weaving but could in the future extend it to other business sectors.
In parallel, ACE looks for securing its capacity to deliver microfinance activities, while the legal framework of the sector is under review and the future of the status of Microfinance Program uncertain.
In this context, ACE is looking for a legal advisor to determine the best entity and facilitate its creation to continue and extend its existing support in the development of income-generating activities in rural areas.
Objectives
General Objective of the Mission: Create a new entity to facilitate market access and sales of ACE partners’ products, while ensuring the continuation of microfinance activities carried out to date under the microfinance programme status.
Specific Objectives:
- Present a benchmark of the different status allowing the implementation of the targeted activities by the new entity, while securing the ownership and governance by Entrepreneurs du Monde. If all activities cannot be carried out by the same entity, Entrepreneurs du Monde is willing to study the establishment of 2 different organizations. The foreign-funded social enterprise status should be included in the scope. To be noted that Entrepreneurs du Monde is also willing to get a fair trade or organic label for the entity facilitating market access and sales of ACE partners’ products in the future (to be considered if it can have an impact on the status or formalization of the future entity).
- Prepare the documents required to facilitate the establishment of the entity(ies) selected, including shareholder agreement, and submit them to the required authorities.
- Follow-up the progress of the entity(ies) creation and advice ACE and EdM until the final approvement by the authorities.
- If needed, facilitate the transfer of assets and liabilities from the Microfinance Program ACE to the new entity(ies) established.
- If needed, facilitate the transfer of assets and liabilities from the Microfinance Program ACE to Entrepreneurs du Monde in France.
Expected results
- A comprehensive benchmark on the different legal status available and consistent with the scope of activities, ownership/governance constraints, and label forecasts given.
- A comprehensive report on the different stages and key documents to prepare to create the selected entity(ies) and to facilitate the transfer of assets and liabilities from ACE to them and to EdM France if needed.
- On-time submission of comprehensive and qualitative documents required to create the selected entity(ies) and to facilitate the transfer of assets and liabilities from ACE if needed.
- Regular Minutes on the actual follow-up conducted with authorities approving the different creation stages, and the transfer of assets and liabilities from ACE if needed.
Methodology
No specific methodology is required. However, EdM and ACE expect regular submissions of documents and exchanges (online and sometimes face-to-face) to ensure the smooth progress of the work to be carried out. EdM and ACE would like the new entity(ies) to be registered by June 2026 at the latest.
Application:
Please send the following deliverables to EdM ([email protected]) by 31st of March 2026:
- Detailed methodology
- Timeline
- Conditions including financial proposal