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Telecommunication Company Setup

KAKAKHEL LAW ASSOCIATES | Telecommunication Company - Pakistan

A telecommunication company is an organization that facilitates global communication, whether through phones, the Internet, airwaves, cables, or wireless technologies. These companies have created the infrastructure that enables data—whether in words, voice, audio, or video—to be transmitted anywhere in the world.

The largest companies in the telecommunication sector include telephone operators (both wired and wireless), satellite companies, cable companies, and Internet service providers.

For the incorporation and registration of a telecommunication company in Pakistan, three key agencies are involved:

Securities & Exchange Commission of Pakistan (SECP)

Federal Board of Revenue (FBR)

Pakistan Telecommunication Authority (PTA)

Kakakhel Law Associates provides expert legal guidance and assistance with the registration and incorporation process for telecommunication companies in Pakistan.

Registration with SECP

The Securities & Exchange Commission of Pakistan (SECP) is the regulatory authority tasked with overseeing the corporate sector in Pakistan, specifically handling the incorporation of all public and private companies. The incorporation procedure is divided into three main steps:

Reservation of Name

The first step in incorporating a company is to reserve a suitable name as per Section 10 of the Companies Act 2017. The applicant must propose three names that meet the SECP criteria for approval. The reservation can be made either via a separate application or alongside the application for company incorporation.

After submission and payment of the applicable fee, the registrar will examine the names provided. If they meet the criteria, a certificate of reservation will be issued, valid for up to 60 days. The company incorporation application must be submitted within this period.

Application for Incorporation

The application for company incorporation can be submitted separately or alongside the name reservation application. The fee for incorporation depends on the type, capital, and size of the company, in accordance with the Seventh Schedule of the Companies Act 2017.

The application must be accompanied by the following documents:

For online applications, all relevant documents must be scanned and uploaded, except for the Memorandum and Articles of Association, which will be generated online.

Issuance of Incorporation Certificate

Once all required documents have been submitted, the registrar will examine them to ensure completeness and compliance. If the registrar is satisfied, the company’s Memorandum and other documents will be registered, and a Certificate of Incorporation will be issued. This certificate will bear the registrar's signature and official seal.

Registration with Federal Board of Revenue (FBR)

Previously, a separate application had to be made to the Federal Board of Revenue (FBR) for the issuance of a BNTN number. However, the Securities & Exchange Commission of Pakistan (SECP) has introduced a one-window facility, where the data collected by the SECP is automatically sent to the FBR for the registration of the NTN number.

Licensing with Pakistan Telecommunication Authority (PTA)

The Pakistan Telecommunication Authority (PTA) provides licensing for various fields of work for telecommunication companies in Pakistan.

Cellular Mobile Licensing

Cellular mobile licensing is dependent on the policy directives issued by the governments of Pakistan, Azad Jammu & Kashmir, and Gilgit-Baltistan. Currently, there are four mobile operators in Pakistan, and six in Azad Jammu & Kashmir and Gilgit-Baltistan. The Government of Pakistan grants Mobile Cellular Licenses for a period of 15 years. The radio spectrum, a valuable public resource, is auctioned in blocks/packages. These blocks are defined by the PTA and the Frequency Allocation Board (FAB) through an Information Memorandum, which provides detailed methods for the auction. This memorandum is provided to pre-qualified bidders, along with the License Template and other relevant materials. After an initial payment of 50% of the bid price as a down payment on bid acceptance, the spectrum price is paid by the licensee(s) in equal annual installments over the next 10 years. Certain conditions apply to mobile licenses:

Additional conditions and incentives for mobile licensees include:

Long Distance & International (LDI) License

The LDI license is issued for providing end-to-end communication between points located within Pakistan and those located outside the country. The process of licensing includes an evaluation by the Pakistan Telecommunication Authority (PTA), which takes approximately 10 days. Following approval by the PTA, the awarding of the license takes an additional 8 days.

Requirements for LDI License Application

An applicant must provide the following documents and details for the LDI license:

1. Letter of Application

2. Checklist

3. Fees:

Fees in the following amounts, payable in Pak Rupees, by direct credit to the designated bank accounts of the Authority, under intimation to the Authority, through normal banking channels:

Application fee of US$ 500 (or equivalent Forex value in PKR)

Initial fee – LL License of US$ 10,000/- (or equivalent Forex value in PKR) per region applied for,

Initial fee – LDI License of US$ 500,000/- (or equivalent Forex value in PKR), and

Initial fee – Radio Frequency Spectrum, for a requested block in a Designated Band.

For Applicants for LDI License, a completed Stand by letter of credit of US$ 10 Million (or equivalent Forex value in PKR) in favour of the Authority.

Certificate of Incorporation of the Applicant along with its Memorandum & Articles of Association;

Names of the Directors of the Applicant, and relation of each Director to any other Operator licensed by the Authority or any other Applicant for a License;

Shareholders of the Applicant, including details of each shareholder’s equity ownership;

Names of each Affiliate of a shareholder of the Applicant, where the Affiliate is an Operator or an applicant for a License, and description of the relation to the Applicant;

Copies of National Identity Card (for Pakistani national) / Passport (foreign nationals) and other antecedents of the Directors and authorized representative of the company; Provide undertaking for the following: That the Company or its Directors have never been declared insolvent by a court of law; That the Directors of the company have never been convicted by a court of law for major offences or unethical / immoral turpitude (other than minor offences); and That neither the applicant Company nor its group / consortium members are defaulter (s) with reference to other PTA licenses / transactions. Applicant’s National Income tax number; Certificate on original letter head from the Group / Joint Venture / Consortium members that they are the participants for LL/LDI license in Pakistan through the applicant company; Certificate of good standing with the fiscal administration; Resolution of the Board of Directors of the Applicant authorizing the individual who submits and signs the Application; Special Power of Attorney by the Applicant authorizing the individual who submits and signs the Application; A brief description of the following:

Telecommunication experience of the Applicant, its key management personnel and its shareholders; Business plan for the initial five years of operations, indicating areas to be served, services to be offered, projected revenues, operating expenses and capital requirements; Committed financial resources including a list of all sources and amounts of equity and debt financing required to finance the business plan in the first 5 years of operation. Capital must show at least a 20% equity component; and Technical plan, including proposed network map and architecture. The Applicant must specify which radio frequency spectrum it requests, by frequency band, block and Region. If the Applicant requests radio frequency spectrum in the Designated Bands, the Applicant must provide an expected roll-out scenario projected at 18 months following the Effective Date, including (i) a map showing the expected service contour for the Licensee’s service using the requested radio frequency spectrum, and (ii) the number and approximate locations of radio base stations to be deployed in serving the service contour. If an Applicant for a LL License requests blocks in alternative radio bands in a Region, the Applicant must provide the information described in (p)(ii), (iii), (iv) and (q) above for each such block that is applied for. This information can be provided for a preferred block, with an explanation of the differences if an alternative block is employed by the Applicant. Affidavit of the person granted the power of attorney by the Applicant. The Applicant shall submit one original and two copies of the complete Application package to the Authority before the deadline for the submission of Applications. The original package and the copies shall be clearly marked “original application” and “2nd”, “3rd” copies, as applicable. In the event of discrepancy between two copies, the original shall prevail. Each Application package shall be clearly marked as follows: Application for LL or LDI License (as the case may be)

Name of the Applicant Local contact name, telephone, fax and e-mail The three copies of the Application shall be packaged together in a single box or other container. The container shall be sealed; that is securely packed and closed, so that it is not possible to open it without visual evidence thereof. Upon receipt, the Authority will provide a written receipt confirming the delivery of each Application received. The following are the eligibility requirements for a License: The applicant shall be an incorporated or registered company in Pakistan under the Companies Act, 2017. The applicant submits all the documents mentioned above. The applicant submits all required initial fees to the Authority by the applicable deadlines referred to in this Information Memorandum. The applicant satisfies the Authority that: Technical plan and business plan are feasible; Adequate financial resources are available to implement the business plan; The applicant’s key management personnel demonstrate the minimum degree of required experience.

Local Loop (LL) Licensing

A Local Loop (LL) License authorizes the licensee to construct local network facilities within a licensed region and provide basic public telephone access and other telecommunication services in that region. The LL license may either be:

1. Fixed Local Loop (FLL) license: Issued for the provision of fixed-line telecommunication services within a telecom region using mediums excluding wireless.

2. Wireless Local Loop (WLL) license: Issued for the provision of fixed-line telecommunication services within a telecom region using wireless mediums, with limited mobility.

Applicants must make a separate application for both the LL License and LDI License. If applicants wish to obtain an LL license for more than one region, a separate application must be filed for each region, along with the necessary documents. Pakistan is divided into 14 regions.

Application Requirements for LL License

As part of the application, an applicant must provide the following:

Letter of Application Checklist Fees in the following amounts, payable in Pak Rupees, by direct credit to the designated bank accounts of the Authority, under intimation to the Authority, through normal banking channels:

Application fee of US$ 500 (or equivalent Forex value in PKR)

Initial fee – LL License of US$ 10,000/- (or equivalent Forex value in PKR) per region applied for,

Initial fee – LDI License of US$ 500,000/- (or equivalent Forex value in PKR), and

Initial fee – Radio Frequency Spectrum, for a requested block in a Designated Band.

For Applicants for LDI License, a completed Stand by letter of credit of US$ 10 Million (or equivalent Forex value in PKR) in favor of the Authority. Certificate of Incorporation of the Applicant and its Memorandum & Articles of Association; Names of the Directors of the Applicant, and relation of each Director to any other Operator licensed by the Authority or any other Applicant for a License; Shareholders of the Applicant, including details of each shareholder’s equity ownership; Names of each Affiliate of a shareholder of the Applicant, where the Affiliate is an Operator or an applicant for a License, and description of the relation to the Applicant; Copies of National Identity Card (for Pakistani national) / Passport (foreign nationals) and other antecedents of the Directors and authorized representative of the company. Provide undertaking for the following:

That the Company or its Directors have never been declared insolvent by a court of law; That the Directors of the company have never been convicted by a court of law for major offences or unethical / immoral turpitude (other than minor offences); and That neither the applicant Company nor its group / consortium members are defaulter (s) with reference to other PTA licenses / transactions. Applicant’s National Income tax number; Certificate on original letter head from the Group / Joint Venture / Consortium members that they are the participants for LL/LDI license in Pakistan through the applicant company; Certificate of good standing with the fiscal administration; Resolution of the Board of Directors of the Applicant authorizing the individual who submits and signs the Application; Special Power of Attorney by the Applicant authorizing the individual who submits and signs the Application; A brief description of the following: Telecommunication experience of the Applicant, its key management personnel and its shareholders; Business plan for the initial five years of operations, indicating areas to be served, services to be offered, projected revenues, operating expenses and capital requirements;

Committed financial resources including a list of all sources and amounts of equity and debt financing required to finance the business plan in the first 5 years of operation. Capital must show at least a 20% equity component; and Technical plan, including proposed network map and architecture. The Applicant must specify which radio frequency spectrum it requests, by frequency band, block and Region. If the Applicant requests radio frequency spectrum in the Designated Bands, the Applicant must provide an expected roll-out scenario projected at 18 months following the Effective Date, including (i) a map showing the expected service contour for the Licensee’s service using the requested radio frequency spectrum, and (ii) the number and approximate locations of radio base stations to be deployed in serving the service contour. If an Applicant for a LL License requests blocks in alternative radio bands in a Region, the Applicant must provide the information described in (p)(ii), (iii), (iv) and (q) above for each such block that is applied for. This information can be provided for a preferred block, with an explanation of the differences if an alternative block is employed by the Applicant.

Affidavit of the person granted the power of attorney by the Applicant. The Applicant shall submit one original and two copies of the complete Application package to the Authority before the deadline for the submission of Applications. The original package and the copies shall be clearly marked “original application” and “2nd”, “3rd” copies, as applicable. In the event of discrepancy between two copies, the original shall prevail. Each Application package shall be clearly marked as follows:

Application for LL or LDI License (as the case may be) Name of Applicant Local contact name, telephone, fax and e-mail The three copies of the Application shall be packaged together in a single box or other container. The container shall be sealed; that is securely packed and closed, so that it is not possible to open it without visual evidence thereof. Upon receipt, the Authority will provide a written receipt confirming the delivery of each Application received. The following are the eligibility requirements for a License: The applicant shall be an incorporated or registered company in Pakistan under the Companies Act, 2017. The applicant submits all the documents mentioned above. The applicant submits all required initial fees to the Authority by the applicable deadlines referred to in this Information Memorandum. The applicant satisfies the Authority that: Technical plan and business plan are feasible; Adequate financial resources are available to implement the business plan; The applicant’s key management personnel demonstrate the minimum degree of required experience.

Class VAS Licensing

The Class Value Added Service (CVAS) Licensed Service regime consists of only one type of license i.e., Data CVAS License for Vehicle Tracking Services. Such licenses remain valid for a period of 15 years. Under CVAS license, the initial license fee is Rs. 100,000/- per Province, with a further 50% reduction in case of Baluchistan, and in case of a Nationwide CVAS, the licensing fee would be Rs. 300,000/. Whereas the Annual License Fee is only 0.5% of the Annual Gross Revenue. In the case of a Not-for-Profit entities, the initial licensing fee is 50% of the General CVAS license with an annual license fee of Rs. 5000/-. A registration fee of Rs. 10,000/- is also applicable.

The Application for a Data CVAS license is to be accompanied by the following documents:

Covering letter addressed to DG (Licensing), PTA HQsF-5/1, Islamabad.

Form including the following:

Authorization Letter on Covering Letter in favor of contact person / director / member / BoD etc. for correspondence with PTA;

Applicant Profile Form;

Category Selection Form;

Detail of all directors / members / BoDs etc showing names, designations, mailing addresses, contact numbers, emails and directorship in other companies (if any).

Application Processing / Registration Fee True Copies of Legal Documents by SECP including the following:

Certificate of Incorporation

Memorandum & Articles of Association

Form 29

In case of documents issued by Organizations other than SECP where applicable:

Firms, Form-C, Partnership Deed Trust – Trust Deed registered, Detail of Trustees NGO’s – Certificate of Registration issued by concerned authority duly attested, Memorandum & Articles of Association, bye-laws etc. Government Departments – Application signed / authorized by Head of Department, contact person on behalf of the department, copy of mandate / scope / charter under which the proposed services will be provided Individual – Proof of identity

Attested Copies of Computerized National Identity Card for Pakistani national shareholder directors / board of directors / trustees / members etc. In case of Foreign Nationals, attested copies of Passports duly attested by Ministry of Foreign Affairs (MoFA) after security clearance.

Undertaking on duly notarized stamp paper stating that neither the applicant Company nor its shareholder directors are defaulter(s) of PTA and any bank in Pakistan. In the case of NGO and trusts members of the Board have never been declared insolvent or convicted by a court of law.

Bio-data of key management personnel (CEO / CTO / Directors / Board / members etc.)

Brief Description of the Applicant's Business Plan Including Bank statement in the name of the applicant, 3 to 5 years business plan (projected balance sheet, profit and loss account, cash flow statement, project cost).

Network Plan Showing that:

Type of Services Purpose Mechanism for provision of Services Subscription procedure and promotion campaign details.

Infrastructure License

The Infrastructure License is further divided into two categories, the Telecom Infrastructure Provider (TIP) License, which authorizes to establish and maintain the following telecom infrastructure facilities to lease, rent out or sell end-to-end links to Telecom Operators. These includes Earth Stations & Satellite Hubs, Optic Fiber Cables, Radio Communication Links, Submarine cable landing center within fifteen miles of costal area of Pakistan subject to approval by the Authority & clearance of Ministry of Defense and Ministry of Interior, Towers, poles, ducts and pits used in conjunction with other infrastructure facilities; and such other Telecommunication infrastructure as the Authority may, by Regulation, require.

Under the Telecom Tower Provider (TTP) License authorizes a firm /person to establish and maintain to lease, rent out or sell to Telecom Operators s licensed / registered by the Authority on mutually agreed terms strictly keeping in view their license / license conditions, Telecommunication Towers and any such other Telecommunication infrastructure as the Authority may, by Regulation, require.

Application processing fee for National TTP License for Pakistan is Rs 5000/- while for Provincial TTP is Rs. 500/-. The initial license fee for TIP License for Pakistan is US$ 100,000/- (Or equivalent in Pak rupees). Furthermore, the initial license fee for National TTP License for Pakistan is Rs 100,000/-, Rs 40,000/- for initial license fee for Provincial TTP License for Pakistan, and Rs 10,000/- for Initial license fee for Baluchistan TTP License.

The Application for a TIP / TTP license is to be accompanied by the following documents:

Letter of Application including the complete details of the contact person, office address, email, telephone no. and fax no.); Application Processing Fee; Initial License Fee; Company Information including.

Certificate of Incorporation / registration True copy of Memorandum & Articles of Association List of Directors with details of their shareholdings, and relation to other operators and applicants for a License List of Shareholders Affiliates that are operators or applicants for a License, and description of relation to Applicant Copies of National Identity Card (for Pakistan National) / Passport (for foreign nationals) and other antecedents of the Directors and authorized representatives of the company.

Undertaking for the following: That the company or its directors have never been declared insolvent by a court of law; That the Directors of the company have never been convicted by a court of law for major offences or unethical / immoral turpitude (other than minor offences); That neither the applicant company nor its group / consortium members are defaulter(s) with reference to other PTA licenses / transactions. National Income Tax Number (if any) Certificate on original letter head from the Group / Joint Venture / Consortium members that they are the participants for Infrastructure license in Pakistan through the applicant company. Certificate of good standing with the fiscal administration. Resolution of the Board of Directors of the applicant authorizing the person who submits and signs the letter of Application. Duly notarized Special Power of Attorney granted to the person who submits and signs the letter of Application. Brief description of telecommunications qualifications and experience of the applicant, its key management personnel and its shareholders. Brief description of the applicant’s Business Plan for the initial five years of operation. Brief Description of Committed Financial Resources

Feasibility of the project including: Details of market studies identifying target market as perceived by your company Statement showing capital cost of the project Forecast of balance sheet and profit and loss account, for each of the five years following commencement of commercial operations Proof of financial resources of the company to establish and maintain infrastructure. A reference of your banker including copy of bank balance certificate/statement, saving certificate, shares or other moveable or immovable property Costs of establishing and maintaining the infrastructure facilities Complete details of pricing structure of the facilities proposed vii. Cash flow analysis / projections incorporating assumptions on market risks, and method employed to minimize risk factors involved

Letter of Intent from financer (if involved)

Technical Documents applicable only to infrastructure license including

Detailed technical specifications and design of the proposed system Complete diagrammatic view of proposed network showing equipment and communication links Details of the proposed backbone network, the network topology and the network management system Complete list of hardware / software used in the system Manufacturer’s literature of equipment and software Complete details of facilities required from other network operators (if any) Location of proposed points-of-extension of infrastructure facilities Specific measures proposed for network security and system security Network Standards to be deployed

Support Facilities documents, applicable only to the TIP license, including

Details of existing / proposed technical support facilities Network redundancy or backup system Plan for preventive maintenance of the system and breakdown or system failure Affidavit as per specimen duly notarized (On Rs. 20 Stamp Paper, Sample attached at Flag A) Proof of clearance of PTA dues in case previously licensed Complete scanned copy of application (Soft Copy).

Type Approval

Terminal equipment which can be directly or indirectly connected with public switched network has to be approved by the PTA. Terminal equipment includes Tracking System Devices with SIM / IMEI based functionality, transmitting Location details (Vehicle Tracking, Smart Watches with SIM / Tracking, Equipment Tracking); Satellite Terminal Equipment; Wireless Radio Trans/Receiver, Repeaters Sets (e.g. VHF, HF, UHF, Two Way Radio, Maritime etc.); Terminal Devices operating in ISM as defined PTA ISM band regulations, RFID, Bluetooth, Immobilizer, Short Range, Devices, Ultra-Wide Band, Machine to Machine, IoT devices, Inductive loop systems, smart metering, telecontrol telemetering, GNSS, etc. within FAB prescribed band & usage conditions etc; IP Phones, Video Conferencing, VoIP Systems, Gateway etc.; PABX / IP – PABX; SIM / IMEI / Wi-Fi based Mobile Devices e.g. Mobile Handsets, Wi-Fi Tablets, Dongles, Wingles etc. The processing fee for Locally Manufactured equipment is Rs. 5000/- and for imported equipment is US$ 100.

The documents to be accompanied with the Application, include:

a. The Application Form

b. Application Fee

c. Undertaking from applicant that PTA Regulations / Directives will be followed

d. After Sales Service Facility / Customer Service Center

e. In case of a new company NTN, SECP, City Government, Company Profile etc. details where applicable

f. Declaration of Conformity (DoC) by the manufacturer reflecting the applied device standards e.g. RF, Safety, SAR, EMC / EMI etc.

g. Provision of Type Allocation Code (TAC) details (e.g., GSMA TAC Certificate or GSMA TAC Code programmed on applied model device etc.) from GSMA Association in case of device offering IMEI / SIM based functionality. As part of evaluation of type approval request PTA will verify applied TAC with GSMA database and if needed further verification can be asked directly from GSMA for specific TAC. Upon approval of type approval request, all GSMA TAC (excluding those TAC which is placed on blacklist by the Authority) issued against the specific model to be included. Furthermore, manufacturers/type approval holder / persons will ensure that device IMEI cannot be modified and no such provision will be built in the mobile device for user to perform such change.

h. Undertaking from manufacturer that device being type approved is for mass produce consumer purpose only and all native applications installed do not support any customized in-built encryption as part of its primary device functions. Provided that PTA reserves the right to forward relevant device information to concerned government bodies for evaluation / clearance as and when deemed necessary.

i. Undertaking from manufacturer that sanctity/privacy of the user data shall be ensured.

j. Technical Data Sheet, reflecting Specifications for the device e.g., output power, operating frequency, range etc.

k. System based testing / checking e.g., Operating system, firmware etc.

l. Test Reports for standards reflected within DoC.