Legal Advisory Services for the Transition of RI Philippines' Legal Registration

Statement of Work (SOW)

Title: Legal Advisory Services for the Transition of Relief International Philippines' Legal Registration and Organizational Affiliation

Location(s) where the Services are to be performed: Philippines
Contracting Manager: Country Director
Timing: 10 days
Dates: September 14, 2026

Pre-Hire Checks Requirements: This role is classified as requiring standard pre-employment checks
About Relief International

Relief International is an international non-profit organization that partners with communities impacted by conflict, climate change and disaster to save lives, build greater resilience, and promote long-term health and wellbeing. We work in 16 countries across Africa, Asia, and the Middle East, providing Health and Nutrition, WASH (Water, Sanitation, and Hygiene), Education and Livelihoods programming that creates the foundation for community resilience.

Relief International (RI) Philippines operates with a strong focus on peacebuilding, humanitarian response, and development programming in areas affected by conflict, natural disasters, and socio-economic vulnerabilities. Since establishing its presence in the country, RI has worked closely with local communities, civil society organizations, and government institutions to support conflict-affected populations, promote social cohesion, and deliver life-saving assistance. The country's program integrates gender equality, youth empowerment, and community resilience across its portfolio, ensuring that interventions address both immediate needs and long-term structural challenges.
Scope and Nature of Services:

Relief International is exploring to transition its legal registration in the Philippines from its affiliation with Relief International Inc., (US) to Relief International -France (RI-France). The Contractor will provide legal research and advisory services to enable RI Philippines to assess its current Securities and Exchange Commission (SEC) registration and organizational structure and determine whether any transition, merger, restructuring, amendment, or other corporate action is legally required or advisable for its affiliation with RI-France.
Key Delivery Milestones

Milestone 1: Inception Briefing Note

Within three (3) calendar days from commencement of the engagement, submit a preliminary briefing note covering:

- preliminary understanding of RI Philippines’ current SEC registration and corporate structure;

- key legal questions and issues to be examined;

- proposed research and assessment approach;

- list of additional documents or information required from RI; and

- any immediate matters requiring management clarification.

Milestone 2: Comprehensive Legal Research and Advisory Report

The report shall include an Executive Summary outlining the recommended option(s), indicative timeline, estimated costs, key risks, and management decisions required.

Within five (5) calendar days from acceptance of the inception briefing note , submit a comprehensive report addressing, at minimum:
1. Current Status Assessment

- review of RI Philippines’ current SEC registration, corporate structure, and governance arrangements;

- relevant Philippine laws, SEC rules, regulations, issuances, and other regulatory requirements; and

- legal and compliance implications of maintaining the current structure.

2. Legal Analysis

- assessment of the viable legal options available to RI and the implications of each option;

- legally available pathways, including maintaining the current structure, amendment of registration, restructuring, merger, or other applicable options;

- advantages, disadvantages, legal implications, and key assumptions for each viable option; and

- implications for governance, board composition, corporate documents, and affiliation with Relief International global entities.

3. Implementation Requirements and Indicative Timeline
- For each legally viable option, where applicable, provide the major implementation sta