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Terms Of Reference for Tax Audit and Income Tax Exemption Consultancy Services
Inuka Kenya Ni Sisi! intends to engage a qualified tax consultant/firm to undertake a comprehensive tax health review covering the period 2021–2025, assess and address any compliance gaps or potential tax exposures, and provide strategic advisory support on risk mitigation.
April 14, 2026
Request For Proposals (RFP): Design And Build Contractor For Phase 1 Wellness Sanctuary Development 

About Inuka Kenya Ni Sisi Ltd

Inuka Kenya Ni Sisi! is a Kenyan grassroots social movement organization founded in 2009 and registered/incorporated as a Company Limited by Guarantee in 2012. It envisions a peaceful, united, and well-governed Kenya with equal economic and social opportunity for all citizens. The organization exists to empower Kenyan citizens to improve their lives and demand good governance as a means to achieve socio-economic growth and equality of opportunity among all Kenyans. It aims to curate a social movement  (the Ni Sisi! Movement) that will seek to unite Kenyans to forge a collective identity, drive transformation in leadership, and improve maisha – well-being – for all Kenyans. To this end, Inuka supports community groups/organizations and collaborates with initiatives at the local, national, and regional levels to build capacity and linkages for effective collective action. Inuka Kenya Ni Sisi!’s philosophy is underpinned by the concept of “dignity before development” -each individual’s inherent dignity must be upheld at all levels of interaction.

Inuka Kenya has developed three strategic objectives that, together, will form the basis for citizens at the local level to take charge of their citizenship and governance processes. As such,  the three objectives are the key pillars that will support the creation of a Ni Sisi! Social movement. These  three objectives are: 

1. Strategic Objective 1: Restructuring the Public Sphere

To create and curate narratives that seek to restructure the Kenyan public sphere using knowledge platforms, technology products, and engaging civic actors and institutions within a framework of Utu. 2. Strategic Objective II: Enhance Individual Agency, Dignity, and Livelihoods: 

To harness a collective positive and resilient identity to build, protect, restore, and ensure human dignity for all. 

3. Strategic Objective III: Transition to a National Social Movement: 

To transition from a civil society organisation – through partnerships, collaboration, and membership development, to a national social movement of active citizens who hold governments to account.

1. About the consultancy 

Inuka Kenya Ni Sisi Ltd is a not-for-profit, citizen-driven social movement organization committed to advancing dignity, civic agency, and inclusive socio-economic transformation across Kenya. Anchored in its philosophy of “dignity before development” and its transition toward a national social movement, the organization places a strong emphasis on accountability, transparency, and sound governance systems. 

As part of strengthening its institutional sustainability and compliance framework, Inuka Kenya seeks to ensure full adherence to applicable Kenyan tax laws while positioning itself to benefit from statutory provisions available to charitable and public benefit organizations. This includes securing and maintaining tax-exempt status in line with its mandate and operational model. 

To this end, Inuka Kenya intends to engage a qualified tax consultant/firm to undertake a comprehensive tax health review covering the period 2021–2025, assess and address any compliance gaps or potential tax exposures, and provide strategic advisory support on risk mitigation. The assignment will also include end-to-end support in the preparation, submission, and follow-through of an application for an Income Tax  Exemption Certificate from the Kenya Revenue Authority (KRA). 

The consultancy is therefore expected to not only ensure technical compliance but also strengthen Inuka’s internal tax systems, processes, and controls in a manner that supports its long-term vision of building a credible, accountable, and citizen-centered social movement.

2. Objectives of the Assignment 

The overall objective is to ensure Inuka Kenya obtains an Income Tax Exemption Certificate from the Kenya  Revenue Authority while achieving full tax compliance and minimizing exposure to tax risks. The specific  objectives are to: 

i. Conduct a comprehensive review of Inuka Kenya’s tax compliance for the period 2021–2025 to identify, assess, and quantify any areas of non-compliance or potential tax risk exposure. ii. Quantify any identified tax exposures, including principal tax, penalties, and interest, and provide clear, practical recommendations for timely remediation and risk mitigation. 

iii. Prepare, submit, and actively follow through on the application process to secure an Income Tax  Exemption Certificate from the Kenya Revenue Authority, ensuring full compliance with statutory and regulatory requirements.

3. Scope of Work 

3.1 Tax Health Check
  • Conduct a comprehensive tax health review covering the period 2021–2025.
  • Identify areas of non-compliance, tax exposure, or potential risk and report findings.
  • Quantify exposures and provide a structured risk assessment.
  • Advise management on appropriate mechanisms for settling identified exposures, if any, with the Kenya Revenue Authority (KRA).

3.2 Tax Returns Review 

  • Review all monthly and annual statutory tax returns, including withholding tax, PAYE, housing levy,  and corporate income tax, to confirm their accuracy, completeness, and compliance with applicable tax laws and regulations.
  • Provide technical advisory support to strengthen internal controls, reconciliation processes,  documentation standards, and overall tax filing procedures.

3.3 Income Tax Exemption Certificate 

The consultant shall: 

  • Assess Inuka Kenya’s eligibility for Income tax exemption under the Income Tax Act (Cap  470). 
  • Conduct a compliance gap analysis against KRA requirements for tax-exempt status.
  • Advise on the necessary structural, governance, and operational adjustments required to qualify. 
  • Support preparation of all required documentation, including but not limited to: a. Financial statements. 
    • Activity reports demonstrating charitable/public benefit purpose. 
    • Tax compliance records. 
  • Prepare and submit the formal application for Income Tax Exemption to KRA. vi. Liaise directly with KRA on behalf of Inuka Kenya, including: 
    • Responding to queries and information requests 
    • Providing clarifications and additional documentation 
  • Track and follow up the application through to final approval and issuance of the exemption certificate. 
  • Provide advisory on post-exemption compliance obligations to maintain the exempt status.

3.4 Other Priority Areas 

  • Follow up with the Kenya Revenue Authority to pursue tax penalty waivers where eligible.
  • Provide advisory support on any additional tax matters assigned by Inuka Kenya Ni Sisi Ltd in consultation with the appointed tax consultant.

4. Management Letter/Report

The consultant shall prepare a detailed Management Report outlining findings and recommendations. The report must clearly highlight any areas of exposure and provide quantified risk assessments where applicable. The Management Letter shall include: 

  • Overall assessment of tax compliance status. 
  • Evaluation of existing compliance systems and controls. 
  • Identification of deficiencies and areas of weakness. 
  • Quantified tax exposures and associated risks. 
  • Practical, prioritized recommendations for improvement. 
  • Disclosure of significant financial, legal, or reputational risks. 
  • Identification of any ineligible expenditures where applicable.
  • Incorporation of management responses to findings.

5. Key Deliverables 

The key deliverables aligned with the objectives of the assignment are as follows: 

  • Tax Audit Report 
  • Detailed management letter 
  • Income Tax Exemption Certificate

6. Work Plan and Time Schedule  

The assignment will commence on May 15, 2026, and be completed, and a final report will be submitted by August  15, 2026. The consultant shall provide a detailed implementation plan, including timelines, milestones, and a deliverable schedule.

7. Consultant’s Profile  

Minimum Qualifications and Experience:

  • CPA(K)-registered tax consultant/firm. 
  • Minimum 5 years’ experience in NGO taxation and advisory. 
  • Proven experience engaging with KRA and securing income tax exemption certificates.
  • Demonstrated experience in managing tax exposures and compliance reviews. 

The engagement partner must be a CPA (K) in good standing with ICPAK and hold a Bachelor’s degree in Accounting, Finance, Commerce, Economics, or a related field.

8. Technical Requirements  

The qualified firm/consultant must demonstrate the following: 

  • Evidence of at least five years’ relevant experience. 
  • Detailed activity/work plan, including timelines and staff allocation. 
  • CVs of key team members demonstrating relevant expertise. 
  • At least three references (current or past clients), including: 
    • Organization name 
    • Contact details 
    • Nature and duration of services 
  • Valid ICPAK registration certificate. 
  • Current Tax Compliance Certificate.

9. Budget and Logistics  

The consultant shall submit the proposed budget with broken-down costs for particular items, for the assignment, including breakdown and justification. Prices quoted should be inclusive of all taxes and must be in Kenya Shillings and remain valid for one hundred and twenty (120) days from the submission date. 

10. Submission of proposals  

Interested consultants/firms shall submit: 

  • Firm/consultant profile and capability statement 
  • Technical proposal interpreting the TOR 
  • Financial proposal 
  • Detailed work plan and timelines 
  • CVs of proposed team members 
  • Testimonials and sample reports of similar assignments. 

Note: 

  • Only shortlisted candidates will be contacted. 
  • Inuka Kenya reserves the right to accept or reject any proposal and may annul the process without liability. 

The proposal shall be sent, in soft copy, to the following email: procurement@inukakenya.com. The deadline for submission is April 30th, 2026, COB. Only shortlisted candidates will be contacted.

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