Local counsel – Honduras At American Bar Association

REQUEST FOR APPLICATIONS (RFA)

LOCAL COUNSEL

Organization: For 30 years, and through our work in more than 100 countries, the American Bar Association Rule of Law Initiative (ABA ROLI) has sought to strengthen legal institutions, support legal professionals, foster respect for human rights, and advance public understanding of the law and citizen rights. In collaboration with government agencies, the judiciary, lawyers, bar associations, legislatures, and civil society, we design programs that are responsive to local needs and that prioritize sustainable solutions to pressing rule of law challenges.

Purpose: ABA ROLI seeks a local Honduran firm that can provide general legal services to the organization on an as-needed basis, as well as delivering legal advice in the form of a written memo that details the options ABA ROLI has to register in Honduras and which option is most suitable to our needs.

Service Description: The firm’s legal representation services shall include all legal services that ABA ROLI may require on an as-needed basis in all fields: corporate, civil, commercial, labor, etc., including but not limited to:

• All corporate, tax, and regulatory steps toward the successful maintenance of incorporation and registration or de-registration of ABA ROLI;
• Advising on and drafting of all types of contracts and agreements executed between the ABA ROLI and its employees, suppliers, trainers and other third parties;
• Providing legal counsel to ABA ROLI in all fields (corporate, labor, commercial, fiscal, etc.);
• Preparation and modification of articles of incorporation, minutes of shareholders meeting and meetings of Board of Directors;
• Granting of powers or mandates;
• Periodic review of documentation, such as permits, licenses, authorizations, concessions and, where appropriate, propose renewal or endorsement, as well as the performance of the corresponding management.
• If necessary: Obtaining all types of authorizations, permits, statements, notices and licenses before various administrative, federal and local authorities.

The written memo detailing the different processes of registering ABA ROLI in Honduras and which is the best option should include answers to, but not limited to:

• Necessary steps for proper registration in the Honduras in order for the American Bar Association (ABA) to become a legally recognized office in Honduras (ABA Office) for the purpose of entering legal agreements and otherwise operating in accordance with local law for the purpose of implementing technical assistance programs.
  • Registration ought to be aimed at authorizing ABA to hire local nationals and otherwise conduct activities (banking, payroll, leasing office space) as normally required by an NGO operating in-country in the name of the local registered entity.
• Provide an analysis of which legal status for the ABA ROLI office in Honduras is best suited to our needs and what are the best options to keep a tight control of the Honduran organization. The ABA strongly prefers registering as a branch of ABA USA, not as a separate legal entity. If a separate legal entity is required, please answer the following additional questions:
  • Is there a separate board that must be formed to govern the ABA office?
  • What is the minimum number of board members and are there any requirements for local nationals to participate as a member of the board?
  • May ABA USA be a member of the board?
• Include pros and cons, including paying taxes, hiring and receiving funds from the parent company in the US.
• Include a report on the legal status used by Non-Profit organizations similar to ABA ROLI in Honduras.
• Include the tax obligation for each option of legal status recommended for the ABA ROLI office in Honduras.
• Include legal and tax procedures that must be completed each year for each of the options presented in case there is activity and in case there is no activity.