CAC Directs Firm To Change Name Due To Trademark Conflict With KPMG

The Corporate Affairs Commission (CAC) has instructed a company operating under the name KPMG Advisory Services, to change its name within six weeks due to similarities with KPMG Nigeria, a professional services firm based in Lagos.

The CAC, which gave the directive in a letter dated September 19, 2025 and signed on behalf of its Registrar General by Chidimma Laureen Nwite, stated that the business name KPMG Advisory Services (BN 2145583), registered on October 11, 2010, was mistakenly approved despite the prior registration of KPMG Nigeria.

The Commission stated that the directive was issued in accordance 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 those of existing entities.

The CAC further warned in the letter that failure to comply within the stipulated timeframe would compel the CAC to take necessary enforcement action.

A copy of the letter was also sent to the law firm Idowu Sofola & Co. for record purposes.

It will be recalled that the Lagos Division of the Court of Appeal had nullified the CAC’s registration of the business name “KPMG Professional Services” on July 10, 2025, after a lengthy legal battle spanning over two decades.

The unanimous decision, delivered by Justice Abdullahi Mahmud Bayero, firmly supported KPMG Nigeria, marking a significant victory in protecting Nigeria’s corporate brand identity.

The appellate court granted all four reliefs sought by KPMG Nigeria against the CAC (first Respondent) and KPMG Professional Services (second Respondent).

The court had held in its ruling 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 legal dispute started in 2002 when KPMG Nigeria, which includes its well-established audit, tax, and consulting divisions, filed an originating summons challenging the CAC’s decision to register a new entity named “KPMG Professional Services.”

KPMG Nigeria had argued that the newly registered name was deceptively similar and could mislead the public, infringing upon its long-established identity and reputation.

The Federal High Court in Lagos had dismissed the suit in 2005, arguing that an alleged merger between KPMG Nigeria and Akintola Williams Deloitte meant the plaintiff could no longer assert rights to the KPMG name.

The Federal High Court also upheld a counterclaim from the second Respondent, ordering KPMG Nigeria’s name to be struck off the register.

However, the Court of Appeal carefully examined this reasoning, classifying the evidence of a merger as inadequate and unsubstantiated.

Justice Bayero noted that the lower court’s sole basis for its conclusion was newspaper articles and insufficient proof of a legal merger. The appellate court found no evidence suggesting that KPMG Nigeria had ceased to exist or relinquished its rights to the name.

“Only a merger agreement can determine the nature and scope of the purported merger. What exists here, at best, is a functional collaboration or partial merger of only one component, KPMG Audit, and even that is not proven by binding legal documents,” Justice Bayero stated in the judgment.

The appellate court highlighted 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 also criticised the CAC for acting contrary to CAMA by allowing a similar name to be registered without 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 held.

Consequently, the Court of Appeal issued a comprehensive ruling, declaring that the second Respondent, KPMG Professional Services, was not entitled to be registered under that name, ordering the CAC to immediately remove the Respondent from its register and cancel the certificate it had issued.

The court further issued a perpetual injunction restraining the second Respondent from conducting any business using the contested name and directed an inquiry into damages relating to profits earned under that name.

The counterclaim of the second Respondent was dismissed entirely.

The Court of Appeal’s decision reversed the Federal High Court’s earlier ruling in Suit No. FHC/L/CS/776/2002, robustly reaffirmed the primacy of statutory protection for existing business names under Nigerian corporate law.