The Corporate Affairs Commission (CAC) has directed KPMG Advisory Services to change name within six weeks due to similarities with KPMG Nigeria, a professional services firm.
The CAC stated that KPMG Advisory Services (BN 2145583), registered on October 11, 2010, was erroneously approved despite the prior registration of KPMG Nigeria.
The directive was issued in line with Section 30(1) of the Companies and Allied Matters Act (CAMA) 2020, which prohibits the registration of names that are identical or confusingly similar to existing entities.
Failure to comply within the stipulated timeframe, the CAC warned, would compel it to take necessary enforcement action.
The commission issued the directive in a September 19 letter signed by Chidimma Laureen Nwite on behalf of the Registrar General, a copy of which was obtained on Friday.
A copy of the letter was also sent to the law firm Idowu Sofola & Co.
The Lagos Division of the Court of Appeal had on July 10, 2025, nullified the CAC’s registration of the business name ‘KPMG Professional Services.’
The nullification came after a prolonged legal battle spanning over two decades.
The unanimous decision, delivered by Justice Abdullahi Mahmud Bayero, firmly sided with KPMG Nigeria, marking a significant win in the protection of corporate brand identity in the country.
The appellate court granted all four reliefs sought by KPMG Nigeria against the CAC (first respondent) and KPMG Professional Services (second respondent).
The crux of the court’s ruling was 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 updated to Section 852 of CAMA 2020.
This section prohibits the registration of names that are identical or deceptively similar to existing ones.
The saga began in 2002 when KPMG Nigeria, comprising its well-established audit, tax, and consulting arms, filed an originating summons challenging the CAC’s decision to register a new entity bearing the name “KPMG Professional Services.”
KPMG Nigeria argued that the newly registered name was deceptively similar and could easily mislead the public, infringing upon its long-established identity and reputation.
The Federal High Court had dismissed KPMG Nigeria’s case in 2005.
The lower court’s reasoning was based on an alleged merger between KPMG Nigeria and Akintola Williams Deloitte, suggesting that the plaintiff could no longer assert rights to the KPMG name.
The Federal High Court had upheld a counterclaim from the second respondent, even going so far as to order KPMG Nigeria’s name to be struck off the register – a decision now decisively overturned.
However, the Court of Appeal meticulously scrutinised this reasoning, describing the evidence of a merger as inadequate and unsubstantiated.
Justice Bayero highlighted that newspaper articles, which were the sole basis for the lower court’s conclusion, were insufficient proof of a legal merger.
The appellate court found no evidence to suggest that KPMG Nigeria had ceased to exist or had relinquished its rights to the name.
“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,” Justice Bayero stated in the judgment.
The appellate court emphasised KPMG Nigeria’s historical precedence, noting that it was the first to register its business entities, including KPMG Audit (1969), KPMG Tax Consultants (1990), and KPMG Consulting.
The court further chastised the CAC for acting 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 — “nemo dat quod non habet,” the court powerfully asserted.
Consequently, the Court of Appeal delivered a comprehensive ruling, declaring that KPMG Professional Services was not entitled to be registered with that name.
It ordered the CAC to immediately remove the firm from its register and cancel the certificate it had issued.
Additionally, the court issued a perpetual injunction restraining the second respondent from conducting any business using the contested name.
It directed an inquiry into damages relating to profits earned under the disputed name.
The second respondent’s counterclaim was dismissed in its entirety.
The Court of Appeal’s decision reversed the earlier decision of the Federal High Court in Suit No. FHC/L/CS/776/2002 and robustly reaffirmed the primacy of statutory protection for existing business names under Nigerian corporate law.
A.T. Oloyede represented the appellant (KPMG Nigeria), while Emmanuel Umoren appeared for the CAC.
E.O. Sofunde (SAN), alongside M.O. Ajana and F.O. Salawu, appeared for the second respondent.
Source; The Nation News
