EMPANELMENT OF ADVOCATES / LAW FIRMS FOR COLLATERAL PERFECTION AND RELATED LEGAL SERVICES

Location: Nairobi,Nairobi County,Kenya 1. BACKGROUND BRAC Kenya Company Limited ("BKCL"), a Digital Credit Provider licensed by the Central Bank of Kenya, commenced credit operations in April 2026 and is expanding its branch network across the country. As part of this growth, BKCL is seeking Expressions of Interest from licensed advocates / law firms for empanelment to provide collateral perfection and related legal services in support of its Small Enterprise Programme (SEP) loan product. These services are intended to ensure that land offered as security by SEP borrowers is properly verified, perfected, and, where necessary, realised in full compliance with Kenyan law, while protecting the interests of both BKCL and its borrowers. Through this EOI, BKCL aims to identify responsive, experienced legal partners to constitute a panel of service providers tailored to its target clientele and evolving portfolio. 2. ABOUT BRAC KENYA COMPANY LIMITED (BKCL) BRAC is an international development organisation founded in Bangladesh in 1972. It partners with over 130 million people worldwide to create sustainable opportunities for those living with inequality and poverty. BRAC's community-led, holistic approach integrates social development, microfinance, social enterprises, and ultra-poor graduation to drive systemic change. A pioneer in microfinance since 1974, BRAC began expanding its microfinance operations internationally in 2002 and now operates in eight countries across Asia and Africa, reaching over 1 million clients, 96% of whom are women. BKCL is the newest addition to BRAC's financial services portfolio. Fully owned by BRAC International Holdings B.V. (BIHBV), BKCL was licensed as a Digital Credit Provider by the Central Bank of Kenya in June 2025. BKCL's mission is to provide a range of financial services responsibly to people at the bottom of the pyramid, with a particular focus on empowering women living in poverty in rural and hard-to-reach areas by creating self-employment opportunities, building financial resilience, and harnessing their entrepreneurial spirit. BKCL successfully launched its operations on 27 April 2026 and, in line with its phased market expansion strategy, plans to open several operational hubs over the course of the year in the Western and Southern Nyanza regions. BKCL intends to progressively extend its outreach into rural and remote areas, deepening financial inclusion in a structured, sustainable, and scalable manner while remaining responsive to the unique needs of the communities it serves. In line with its mission, BKCL's credit offerings include group-based microloans for women and small enterprise loans for entrepreneurs, with plans to introduce tailored solutions for rural smallholder farmers and youth. BKCL adheres to the Universal Standards for Social and Environmental Performance Management (USSEPM) and Client Protection Standards, ensuring clients' well-being remains at the centre of everything it does to achieve its mission. 3. THE SMALL ENTERPRISE PROGRAMME (SEP) LOAN PRODUCT The Small Enterprise Programme (SEP) is BKCL's individual-lending product, which will provide business loans of KES 50,000 to KES 2,000,000, with tenures of 6-12 months, to men and women entrepreneurs of small enterprises who are underserved by mainstream financial institutions. SEP loans will be secured by land collateral, by way of a registered charge over the borrower's (or a third-party guarantor's) land. To support the SEP product, BKCL intends to establish a panel of reputable advocates / law firms (the "Panel") to provide collateral perfection and related legal services. Borrowers will be able to select a service provider from the Panel, promoting choice, competitive pricing, and quality of service, while BKCL manages the overall panel relationship. Indicative portfolio projections BKCL is in the early stages of its operations, and the following projections are provided to assist applicants in understanding the anticipated scale and nature of the engagement. All figures are indicative and subject to revision as the business evolves. BKCL anticipates growing from approximately 10,000 borrowers in 2026 to over 135,000 by 2030, supported by around 100 branches primarily located in rural and peri-urban areas across Kenya. Individual lending under SEP is expected to constitute approximately 5% of the borrower base and will serve both women and men, with at least 50% of clients expected to be women. Average SEP loan sizes are projected to grow from approximately KES 150,000 in 2026 to KES 350,000 by 2030, with loan terms of 6, 9, or 12 months. The borrower base will be highly geographically dispersed, reflecting BKCL's strategic focus on underserved populations. Empanelled firms should therefore anticipate field-driven operations and the need to support due diligence, perfection, and registration across multiple land registries, including in rural areas. 4. OBJECTIVE OF THIS EOI BKCL invites Expressions of Interest from qualified advocates / law firms licensed to practise in Kenya for empanelment to provide collateral perfection and related legal services for the SEP loan product. BKCL intends to empanel approximately two (2) to three (3) firms per county, offering adequate geographic coverage of its branch network, from which borrowers may choose. Empanelment will initially be for a period of two (2) years, renewable subject to satisfactory performance. 5. SCOPE OF SERVICES Empanelled firms will be expected to provide, on instruction, some or all of the following services. The list is indicative and not exhaustive: 5.1 Pre-disbursement due diligence and collateral perfection • Conducting official land registry searches (via Ardhisasa/e-Citizen or manual registries, as applicable) and verification of ownership and encumbrance status of land offered as collateral. • Reviewing title documents, identifying defects or restrictions (including cautions, caveats, restrictions, and existing charges), and advising BKCL on the registrability and enforceability of the proposed security. • Drafting, negotiating, and attending to execution of security documentation, including legal charges over land, personal guarantees, and related instruments. • Obtaining all requisite consents and clearances, including spousal consents, land control board consents (where applicable), land rent and rates clearances, and third-party collateral owner consents. • Attending to stamping, payment of applicable duties, and registration of charge instruments at the relevant land registries. • Commissioning of documents (including affidavits and statutory declarations) and witnessing of execution by borrowers and guarantors. • Issuing final reports and confirmations of perfection to BKCL, together with custody schedules of all original security documents delivered. 5.2 Post-disbursement security management • Attending to variations, further charges, substitutions, and partial or full discharges of securities upon repayment. • Providing legal opinions on security-related matters arising during the life of the facility. 5.3 Enforcement and realisation support (as may be instructed) • Preparing and serving statutory notices in strict compliance with the Land Act, 2012 and related legislation, including the 90-day statutory notice of default, the 40-day notice of intention to sell (redemption notice), and coordination of the 45-day auctioneer's notification of sale. • Coordinating with licensed valuers to ensure a valid forced-sale valuation, not more than six (6) months old at the point of sale, is in place prior to realisation, and with licensed auctioneers for the conduct of public auctions. • Representing BKCL in enforcement-related litigation, applications, and objections (including injunction proceedings), and advising on recovery strategy, including matters before the Small Claims Court where appropriate. 5.4 Advisory • General advisory support on collateral, land, and secured-lending matters, including changes in law and registry practice affecting the SEP product. 6. PANEL ARRANGEMENT AND ENGAGEMENT MODEL • Non-exclusive panel: Empanelment does not guarantee any volume of instructions and does not create an exclusive relationship. BKCL may add or remove firms from the Panel at its discretion. • Borrower choice: For each transaction, the borrower will be presented with the Panel and applicable fee schedules and may select their preferred firm. BKCL will manage the overall panel relationship, service standards, and performance. • Fees borne by the borrower: Collateral perfection and related legal fees are third-party charges payable by the borrower at the actual rates charged by the firm. Fees must be fully disclosed to the borrower before loan disbursement. Perfection costs are typically paid upfront or debited against the loan facility; enforcement-related costs may be financed by BKCL and subsequently debited as reasonable recovery expenses in accordance with applicable law and the loan agreement. • Client protection: BKCL serves low-income entrepreneurs and adheres to the Client Protection Standards. Empanelled firms are expected to treat borrowers fairly and respectfully, communicate clearly (including in the borrower's local language, where needed), and support transparent disclosure of all costs. • Service levels: Successful firms will enter into a contract and/or service level agreement (SLA) with BKCL specifying turnaround times (e.g., for searches, drafting, and registration), reporting requirements, document custody arrangements, data protection obligations under the Data Protection Act, 2019, and confidentiality undertakings. 7. FEE STRUCTURE EXPECTATIONS Given BKCL's social mission and the modest size of SEP facilities (KES 50,000 - KES 2,000,000), affordability and transparency of professional fees are essential considerations. Applicants are requested to submit a proposed fee schedule that: • Is itemised per service (e.g., land searches, charge preparation and registration, consents and clearances, discharge, statutory notices), separating professional fees from disbursements (which shall be charged at cost, with supporting receipts); • Is consistent with the Advocates Remuneration Order, indicating any scale or agreed-fee basis proposed, and offers the most competitive terms possible for this market segment; • Indicates fixed or capped fees wherever feasible, to enable BKCL to disclose the full cost of credit to borrowers before commitment; and • States expected turnaround times for each service line and any geographic limitations or travel-related costs. 8. MINIMUM ELIGIBILITY REQUIREMENTS Interested firms must meet the following minimum requirements: • Valid certificate of registration as a duly registered law firm in Kenya, with all partners and advocates who will handle BKCL matters holding current practising certificates issued by the Law Society of Kenya (LSK); • At least five (5) years' demonstrable experience in conveyancing, securities/collateral perfection, and secured-lending work, preferably for banks, microfinance institutions, or other credit providers; • Demonstrable experience with the perfection and registration of charges over land, including under the Land Act, 2012 and the Land Registration Act, 2012, and familiarity with customary and community land tenure issues relevant to BKCL's target clientele; • Valid professional indemnity insurance cover of at least KES 10 million; • Valid tax compliance certificate from the Kenya Revenue Authority (KRA); • Adequate capacity and geographic reach to serve BKCL's branch locations, including rural areas in any of the following counties (Kisii, Nyamira, Kakamega, Vihiga, Homa Bay, Migori, Kisumu, Busia, Bungoma, Siaya). The application must clearly indicate which county(ies) the firm is applying for. • No conflict of interest with BKCL or its affiliates, and no partner or advocate who is the subject of pending disciplinary proceedings before the Advocates Complaints Commission or the Disciplinary Tribunal; and • Willingness to comply with BKCL's safeguarding, anti-bribery and corruption, anti-money laundering, and data protection policies. 9. CONTENTS OF THE EXPRESSION OF INTEREST Submissions should be concise (maximum 15 pages, excluding annexes) and include: ● A cover letter signed by a partner, confirming interest and the accuracy of the submission; ● Firm profile, including ownership, partner and staff complement, office locations, and geographic coverage; ● Certified copies of the certificate of registration, current practising certificates of the advocates proposed for this engagement, KRA tax compliance certificate, and evidence of professional indemnity cover; ● Description of relevant experience, including at least two (2) references from financial-sector clients for comparable collateral perfection work in the last three (3) years; ● CVs of the key advocates who would handle BKCL instructions; ● Proposed fee schedule and turnaround times as described in Section 7; and ● A signed declaration of no conflict of interest and disclosure of any pending disciplinary or material litigation matters involving the firm. BKCL may, at its discretion, invite shortlisted firms for interviews or presentations, conduct reference checks and site visits, and negotiate fee schedules prior to empanelment. 10. GENERAL TERMS AND CONDITIONS OF THIS EOI • This EOI is not an offer, a tender, or a commitment to procure services. BKCL reserves the right to accept or reject any or all submissions, to annul the process at any time, and to empanel more or fewer firms than indicated, without incurring any liability or obligation to inform applicants of the grounds for its decision. • All costs of preparing and submitting an Expression of Interest shall be borne by the applicant. • Submissions and any accompanying materials become the property of BKCL and will be treated confidentially, and personal data will be handled in accordance with the Data Protection Act, 2019. • Canvassing or lobbying of any kind will lead to disqualification. BKCL maintains a zero-tolerance approach to bribery, corruption, and fraud. • BKCL may seek clarifications from applicants and verify any information provided. • Empanelment will be subject to execution of a framework/panel agreement and SLA with BKCL. 11. SUBMISSION INSTRUCTIONS AND TIMELINES Expressions of Interest must be submitted in PDF format by email as per the following instructions: ● To: procurement.bkcl@brac.net ● Subject: Ref. BKCL/EOI/CPS/2026/001 - Empanelment of Advocates ● Deadline: no later than 11.59 PM EAT on Friday, 24 August 2026. Queries and requests for clarification may be directed via email to the above email address no later than 11.59 PM EAT on Friday, 14 August 2026. Apply to this job