Court annuls business name registration of KPMG professional services

The Court of Appeal, Lagos division has annulled the registration of the business name ‘KPMG Professional Services’ by the Corporate Affairs Commission (CAC), delivering victory for KPMG Nigeria in a protracted dispute over naming rights.

The ruling was handed down by Justice Abdullahi Mahmud Bayero on Thursday, July 10, 2025, where the appellate court upheld all four reliefs sought by KPMG Nigeria against the CAC, listed as the first respondent, and KPMG Professional Services, as the second respondent.

The Counsels comprised of A.T. Oloyede who represented the appellant (KPMG Nigeria); Emmanuel Umoren appeared for the first respondent (CAC); and E.O. Sofunde, SAN, alongside M.O. Ajana and F.O. Salawu, who appeared for the second respondent.

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The court held that the registration of the second respondent’s name was improper and misleading under Section 662(1)(d) of the Companies and Allied Matters Act (CAMA) 1990, now Section 852 of CAMA 2020.

Court of appeal dismisses merger claims in KPMG name dispute

KPMG Nigeria, which comprises of its audit, tax, and consulting divisions, had initially brought a challenge in 2002 by way of originating summons, contending that the CAC had improperly sanctioned the registration of a separate entity under the name ‘KPMG Professional Services’.

The firm argued that the designation was misleading and bore a deceptive resemblance to its own long-standing commercial identity.

In 2005, the Federal High Court dismissed the case, accepting the notion of a merger between KPMG Nigeria and Akintola Williams Deloitte as grounds to deny the claimant’s right to the name.

It went further by granting the counterclaim of the second respondent, ordering that KPMG Nigeria be removed from the corporate registry altogether.

However, the Court of Appeal firmly set aside those conclusions. In its judgment, the appellate bench described the purported evidence of a merger largely reliant on newspaper articles as inadequate and unsubstantiated.

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It noted that such materials fell short of establishing the legal reality of a merger, nor did they substantiate the claim that KPMG Nigeria had ceased operations or forfeited its proprietary rights.

The court reiterated that only a formal and binding merger agreement could validate such claims, and found no credible documentation to support the assertions made before the lower court.

Justice Bayero stated that “It is only a merger agreement that can determine the nature and scope of the purported merger. What exists here at best is a functional collaboration or partial merger of only a component, KPMG Audit and even that is not proven by binding legal documents.”

The appellate court emphasised that KPMG Nigeria remained the first in time to register its business entities, including KPMG Audit (1969), KPMG Tax Consultants (1990), and KPMG Consulting. It further ruled that the CAC acted contrary to CAMA by allowing a similar name to be registered without first removing the earlier existing names from the registry.

“The Registrar cannot assign a business name already held by another entity. One cannot give what one does not have,” the court held.

Accordingly, the Court of Appeal:

Held that the Second Respondent, KPMG Professional Services, was not lawfully entitled to register under that name;

Directed the Corporate Affairs Commission (CAC) to strike off the Second Respondent from its register and annul the certificate previously issued;

Granted a permanent injunction restraining the Second Respondent from conducting any business activities under the disputed name;

Ordered an investigation into potential damages arising from profits earned through use of the contested name.

Additionally, the Second Respondent’s counterclaim was dismissed in its entirety.

This judgment overturns the earlier ruling of the Federal High Court in Suit No. FHC/L/CS/776/2002 and reinforces the statutory protection afforded to pre-existing business names under Nigerian corporate law.