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

Hayok Medicare Limited is a health care organisation based in Abuja focused on developing and implementing innovative solutions to address various developmental challenges in Nigeria. We continuously strive to provide our clients with options to improve their productivity based on their outcome measures. We are currently supporting several state and federal organisations in the development and deployment of ICT solutions within the health insurance, electronic health records and other products and seek to expand our team to enable us continue to deliver quality services to our clients.

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.