’-         Upholds KPMG Nigeria’s exclusive name rightsWale IgbintadeThe Court of Appeal, Lagos Division, has nullified the registration of the business name “KPMG Professional Services” by the Corporate Affairs Commission (CAC), ruling in favour of KPMG Nigeria in a long-running dispute over name rights.In a unanimous decision delivered on July 10, 2025, the appellate court granted all four reliefs sought by KPMG Nigeria against the CAC (1st Respondent) and KPMG Professional Services (2nd Respondent).Justice Abdullahi Mahmud Bayero delivered the lead judgment, with Justices Abimbola O. Obaseki-Adejumo (presiding) and Abubakar Mahmud Talba concurring.The court held that the CAC’s registration of the 2nd 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.KPMG Nigeria, comprising its audit, tax, and consulting arms had filed an originating summons in 2002 challenging the CAC’s approval of a new entity using the name “KPMG Professional Services.”The firm argued the name was deceptively similar to its own and capable of misleading the public.In 2005, the Federal High Court dismissed KPMG Nigeria’s suit, finding that a purported merger between KPMG Nigeria and Akintola Williams Deloitte disqualified it from claiming exclusive rights to the name. The court also upheld the 2nd Respondent’s counterclaim and ordered KPMG Nigeria’s name to be struck off the register.However, the Court of Appeal overturned that decision, holding that the alleged merger was “inadequate and unsubstantiated.” It ruled that newspaper reports relied upon by the lower court did not constitute credible evidence of a merger, nor did they prove that KPMG Nigeria had ceased to exist or relinquished its naming rights.Justice Bayero stated “Only a valid merger agreement can define the nature and extent of a merger. What is shown here, at best, is a functional collaboration or partial merger involving just one component, KPMG Audit – which itself is not supported by binding legal documents.”The appellate court further noted that KPMG Nigeria had long-established registration of entities using the KPMG name, including KPMG Audit (1969), KPMG Tax Consultants (1990), and KPMG Consulting. It held that the CAC violated CAMA by registering a similar name without first deregistering the pre-existing ones.Quoting the law, the court observed: “The Registrar of the 1st Respondent essentially slept on its duty not to register a business name which is identical with or similar to one already registered under which business is or will be carried on.”“There is no statutory requirement for a third party to first petition the CAC before seeking judicial redress. The 1st Respondent’s failure to perform its statutory duty justifies the Appellant’s resort to the courts.”Citing authorities including Niger Chemist Ltd v. Nigeria Chemists Ltd (1961), Automobile Association of Nigeria v. Registrar of Business Names (1968), and Ewing v. Butter Corp. (1917), the court allowed the appeal and granted all the declarations sought.Justice Bayero added: “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 of Appeal, therefore declared that the 2nd Respondent, KPMG Professional Services, is not entitled to use or register the name.The court also ordered the CAC to remove the 2nd Respondent from its register and cancel its certificate of registration.

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