Appeal Court Cancels KPMG Registration, Favors KPMG Nigeria

Appeal Court Cancels KPMG Professional Services' Registration Over Name Similarity, Rules in Favour of KPMG Nigeria. The Court of Appeal in Lagos has nullified the registration of KPMG Professional Services as a business name with the Corporate Affairs Commission (CAC), citing improper and misleading similarity to KPMG Nigeria, a longstanding audit, tax, and consulting firm.

In a judgment delivered on Thursday, July 10, 2025, a three-member panel of justices, led by Justice Abdullahi Mahmud Bayero and supported by Justices Abimbola Obaseki-Adejumo and A.M. Talba, ordered the CAC to strike out KPMG Professional Services from its register. The court also issued a perpetual injunction restraining the company from conducting any business under that name.

The judgment, delivered in Appeal No. CA/L/726/2010 filed by KPMG Nigeria in 2010, overturned the 2005 ruling of the Federal High Court, which had previously dismissed the case. The appellate court held that the registration of KPMG Professional Services violated Section 662(1)(d) of the Companies and Allied Matters Act (CAMA) 1990—now Section 852 of CAMA 2020.

Background of the Case

KPMG Professional Services—formerly Arthur Andersen—had rebranded first to KPMG West Africa, and then to KPMG Professional Services around 2002. Following the new registration, KPMG Nigeria initiated legal action at the Federal High Court, arguing that the new name was "deceptively similar" to its well-established identity.

KPMG Nigeria sought:

A declaration that the respondents were not entitled to use the name KPMG Professional Services.

An order for the CAC to cancel the registration and revoke any certificate issued.

A perpetual injunction to prevent the respondents from conducting business in the name.

An inquiry into damages for profits made by using the disputed name.

Despite KPMG Nigeria's earlier registrations—KPMG Audit (1969), KPMG Tax Consultants (1990), and KPMG Consulting (1969)—the Federal High Court dismissed the case, ruling that an alleged merger between KPMG Nigeria and Akintola Williams Deloitte negated their claim.

However, the Court of Appeal ruled that there was insufficient evidence to support the claim of a merger. The appellate court stated that newspaper articles cited as proof of a merger were inadequate, and no legal merger agreement was presented.

"It is only a merger agreement that can determine the nature and scope of the purported merger," the court ruled.

"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 court emphasized that the CAC had acted unlawfully by registering a similar business name without first removing the pre-existing ones. Justice Bayero stated:

"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 Abimbola Obaseki-Adejumo, concurring with the lead judgment, criticized the trial court for failing to uphold the burden of proof:

"The 2nd Respondent, who claimed there was a merger, failed to present any merger agreement before the court… Exhibit S010 does not establish a merger. The trial court erred in overlooking this."

She concluded:

"The Appellant established its case and discharged the burden of proof. I agree that the appeal is allowed, the judgment of the trial court is set aside, and I abide by the consequential orders."

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