The Corporate Affairs Commission (CAC) has issued a six-week ultimatum to a company operating under the name KPMG Advisory Services, directing it to change its name following a landmark Court of Appeal ruling in favour of KPMG Nigeria.
The directive, contained in a letter dated September 19, 2025, and signed by Chidimma Laureen Nwite on behalf of the Registrar General, acknowledged that the commission made a fundamental error when it approved the registration of KPMG Advisory Services (BN 2145583) on October 11, 2010.
The letter admitted that the name was approved despite the prior registration and long-standing presence of KPMG Nigeria, one of the country’s leading audit, tax, and consulting firms.
The commission’s action is based on 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 ones.
The CAC warned that failure to comply with the directive within the stipulated timeframe would trigger further enforcement actions, signalling its determination to implement the appellate court’s judgment to the letter.
A copy of the directive was also sent to the law firm of Idowu Sofola & Co.
This regulatory move stems from a July 10, 2025, ruling by the Lagos Division of the Court of Appeal, which unanimously nullified the registration of another similar name, KPMG Professional Services, after a drawn-out legal battle spanning over two decades.
Delivering the unanimous decision, Justice Abdullahi Mahmud Bayero ruled in favour of KPMG Nigeria, granting all four reliefs sought by the firm against the CAC (1st respondent) and KPMG Professional Services (2nd respondent).
The court held that the registration of the second entity’s name was improper and misleading, contravening Section 662(1)(d) of CAMA 1990, now updated to Section 852 of CAMA 2020, which prohibits the approval of names that are identical or deceptively similar to those already in use.
The dispute dates back to 2002, when KPMG Nigeria challenged the CAC’s decision to approve the registration of a new entity under a similar name.
KPMG Nigeria argued that allowing the duplicate name would mislead the public and dilute its corporate identity, which had been established through decades of operations.
Initially, the Federal High Court dismissed the case in 2005, siding with the rival firm based on a claim that KPMG Nigeria had merged with Akintola Williams Deloitte, thereby forfeiting its rights to the name.
The lower court even upheld a counterclaim from the second respondent, ordering KPMG Nigeria’s name to be struck off the register entirely.
However, the Court of Appeal reversed this decision, with Justice Bayero declaring that there was no credible evidence to prove the alleged merger.
“The claim of a merger relied heavily on newspaper publications, which are not legally binding documents,” the judge stated.
He further clarified that what existed between the two firms could only be described as a functional collaboration or partial merger involving only a component, KPMG Audit, and even that lacked the necessary legal documentation to be recognised officially.
The Court of Appeal underscored KPMG Nigeria’s historical precedence, noting that its core business units, KPMG Audit (registered in 1969), KPMG Tax Consultants (1990), and KPMG Consulting, were established well before the rival firm came into existence.
Justice Bayero faulted the CAC for failing to uphold the provisions of CAMA by assigning a name already registered to another entity.
Quoting the legal maxim “nemo dat quod non habet” (one cannot give what one does not have), the judge emphasised that the registrar had no authority to reassign an existing name.
The appellate court therefore declared the registration of KPMG Professional Services invalid and ordered the CAC to immediately strike it from its register.
Additionally, the court issued a perpetual injunction preventing the rival firm from conducting business under the disputed name and directed an inquiry into damages relating to profits unlawfully earned.
The ruling effectively overturned the earlier judgment of the Federal High Court in Suit No. FHC/L/CS/776/2002.
Representing victorious KPMG Nigeria was A.T. Oloyede, while Emmanuel Umoren appeared for the CAC and a legal team led by E.O. Sofunde, SAN, represented the second respondent.
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