LEGAL STRUCTURING AND REGISTRATION - The Sustainable Energy (SE) Cluster

The Sustainable Energy (SE) Cluster is Lebanon’s first formal, private-sector-led platform dedicated to advancing the country’s energy transition. Established in 2025 by Berytech and co-funded by the Embassy of the Kingdom of the Netherlands, it brings together leading EPC companies, technology firms, and key actors across the sustainable energy sector.

Currently hosted and managed by Berytech as a neutral institutional anchor, the Cluster transforms fragmented market efforts into a coordinated platform for financing, policy alignment, and joint project development.

Through five co-creation sessions in 2025, participating organizations helped shape the Cluster’s priorities and governance framework, including its Strategic Advisory Board Charter. The Cluster has convened a founding community of 13 organizations and institutions.

As part of its roadmap, the SE Cluster is pursuing independent legal registration under Lebanese law by the end of 2026 to enable it to contract, access funding, manage its affairs, and operate as an autonomous national platform.

The SE Cluster is seeking a qualified legal counsel or law firm to support this legal structuring process.

The objective of this assignment is to advise the Sustainable Energy Cluster Management and Berytech on the most appropriate legal structure for the SE Cluster, and to support the preparation and registration of the SE Cluster as an independent legal entity under Lebanese law by December 2026.

The preferred legal structure is a Lebanese association. The selected legal counsel is expected to confirm the suitability of this structure or recommend an alternative where justified, and to guide the full registration process through to completion.

The selected legal counsel shall undertake the following:

3.1 Legal Structure Assessment

• Review the SE Cluster's mandate, governance framework, stakeholder composition, and operational model
• Confirm the suitability of registration as a Lebanese association under the 1909 Law, or recommend an alternative legal form with justification
• Advise on the implications of each structural option with respect to governance, liability, taxation, donor compliance, and operational flexibility
• Provide a concise written legal opinion on the recommended structure

3.2 Founding Documents and Statutory Instruments

• Draft the founding statutes (bylaws) of the SE Cluster in accordance with Lebanese legal requirements and the SE Cluster's governance framework
• Ensure that the statutes reflect the SE Cluster's multi-stakeholder nature, advisory board structure, and relationship with Berytech during a transitional period
• Draft any supplementary governance documents required for registration (founding declaration, member list, board resolutions, etc.)
• Review and align the existing Strategic Advisory Board Charter with the new statutory framework

3.3 Registration Process

• Prepare and compile all documentation required for submission to the relevant Lebanese authorities (Ministry of Interior and Municipalities)
• Submit registration application on behalf of the SE Cluster and manage all procedural follow-up
• Liaise with relevant ministries, notaries, and other authorities as required
• Advise on any regulatory requirements specific to the SE Cluster’s sector (renewable energy, energy efficiency, environment, and climate finance)
• Obtain official registration certificate and all related legal instruments

3.4 Transition Advisory

• Advise on the transition of the SE Cluster's operational and governance responsibilities from Berytech to the newly registered entity
• Identify any contractual, financial, or institutional matters that need to be addressed as part of the transition
• Recommend a transition timeline and flag any legal risks associated with the handover

The legal counsel shall produce the following deliverables within the agreed timeline:

1 - Written legal opinion on recommended structure - Within 2 weeks of contract signing
2 - Draft founding statutes and governance documents - Within 5 weeks of contract signing
3 - Complete registration file submitted to authorities - By September 2026
4 - Official registration certificate obtained - By September 2026
5 - Transition advisory note - Concurrent with registration process

Applicants must demonstrate the following:

• Licensed to practice law in Lebanon with a minimum of seven years of relevant experience
• Demonstrated experience in Lebanese association law and civil society legal structuring
• Prior experience advising non-profit entities, multi-stakeholder platforms, clusters, or similar organizations
• Experience advising on governance frameworks and institutional transitions is an advantage
• Ability to work in English; Arabic drafting capacity required for statutory documents

1- Relevant legal experience (association law, civil society, cluster structuring) - Weight: 35%
2- Quality of proposed approach and workplan - Weight:15%
3 -Team qualifications and references - Weight:20%
4 -Financial proposal (value for money) - Weight:30%