Court Of Appeal Nullifies KPMG Professional Services’ Registration In Favour Of KPMG Nigeria.
The Court of Appeal, Lagos Division, has delivered a landmark ruling nullifying the Corporate Affairs Commission’s (CAC) registration of the business name “KPMG Professional Services,” siding with KPMG Nigeria in a two-decade-long dispute over naming rights. The unanimous decision, handed down on 10 July 2025 by a three-member panel led by Justice Abdullahi Mahmud Bayero, granted all four reliefs sought by KPMG Nigeria, reinforcing its exclusive claim to the globally recognised “KPMG” brand in Nigeria.
KPMG Nigeria, which operates in audit, tax, and consulting services, initiated the legal battle in 2002, challenging the CAC’s 2001 registration of “KPMG Professional Services” as a business name. The firm argued that the name was deceptively similar to its own, which includes KPMG Audit (registered in 1969), KPMG Tax Consultants (1990), and KPMG Consulting. Represented by A.T. Oloyede, KPMG Nigeria contended that the CAC’s approval violated Section 662(1)(d) of the Companies and Allied Matters Act (CAMA) 1990, now Section 852 of CAMA 2020, which prohibits registering names that are misleadingly similar to existing entities.
The Federal High Court had previously dismissed KPMG Nigeria’s case in 2005, ruling that a purported merger with Akintola Williams Deloitte rendered the firm defunct and unable to claim rights to the name. The lower court also upheld a counterclaim by KPMG Professional Services, ordering KPMG Nigeria’s name to be struck from the CAC register. However, the Court of Appeal overturned this decision, describing the merger evidence as “inadequate and unsubstantiated.” Justice Bayero emphasised that newspaper articles cited by the lower court were insufficient to prove a legal merger, stating, “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 further noted that KPMG Nigeria had continued operations post-2002, evidenced by audit reports for companies like Guinness Plc and AIICO Insurance Plc, proving it remained an active entity. The panel, including Justices Abimbola Obaseki-Adejumo and A.M. Talba, ruled that the CAC erred by registering a similar name without first deregistering KPMG Nigeria’s existing entities. “The Registrar cannot assign a business name already held by another entity. One cannot give what one does not have—nemo dat quod non habet,” Justice Bayero declared, citing the legal principle that no one can give what they do not possess.
The court’s orders included a declaration that KPMG Professional Services was not entitled to the name, a directive for the CAC to remove it from its register and cancel its certificate, a perpetual injunction barring KPMG Professional Services from conducting business under the name, and an inquiry into damages for profits earned under the disputed name. The counterclaim by KPMG Professional Services, represented by E.O. Sofunde (SAN) alongside M.O. Ajana and F.O. Salawu, was dismissed entirely.
KPMG Professional Services has since announced an appeal to the Supreme Court, stating it will continue operations pending the outcome, as the CAC register still lists the name as active. This development suggests the legal battle may persist, with potential implications for corporate naming rights in Nigeria. The case, a rare instance of two entities claiming affiliation with the global KPMG brand, has drawn attention for its precedent-setting potential in protecting established business identities.
Public sentiment, reflected in posts on X, highlights the significance of the ruling for brand protection, with some users praising the court’s clarity in upholding statutory protections under CAMA. Others noted the complexity of the dispute, given KPMG Professional Services’ claim of authorisation from KPMG Global following the 2001 collapse of Arthur Andersen. As the matter heads to the Supreme Court, the ruling underscores the importance of robust evidence and adherence to corporate law in resolving naming disputes, setting a benchmark for future cases in Nigeria’s corporate landscape.
