A firm, KPMG Nigeria, has celebrated its victory at the Court of Appeal against KPMG Professional Services in a protracted dispute over naming rights.

Justice Abdullahi Mahmud Bayero of the Court of Appeal, Lagos Division, in a landmark judgment, overturned the earlier ruling of a Federal High Court in suit No. FHC/L/CS/776/2002 and nullified the registration of the business name ‘KPMG Professional Services’ by the Corporate Affairs Commission (CAC).

In the Certified True Copy (CTC) of the judgment delivered on July 10, 2025, and obtained by The Guardian, the judge upheld all the four reliefs sought by KPMG Nigeria against the CAC (the first respondent), and KPMG Professional Services (the second respondent).

The court held 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 Section 852 of CAMA 2020.

KPMG Nigeria, which comprises the audit, tax, and consulting divisions, had initially brought a challenge in 2002 by way of originating summons, contending that the CAC had improperly sanctioned the registration of a separate entity under the name ‘KPMG Professional Services.’

The firm argued that the designation was misleading and bore a deceptive resemblance to its own long-standing commercial identity. In 2005, the Federal High Court had dismissed the case, accepting the notion of a merger between KPMG Nigeria and Akintola Williams Deloitte as grounds to deny the claimant’s right to the name.

The court went further by granting the counter-claim of the second respondent, ordering that KPMG Nigeria be removed from the corporate registry altogether.

However, the Court of Appeal firmly set aside those conclusions. In its judgment, the appellate court described the purported evidence of a merger largely reliant on newspaper articles as inadequate and unsubstantiated.

The court noted that such materials did not establish the legal reality of a merger, or substantiate the claims that KPMG Nigeria had ceased operations or forfeited its proprietary rights.

It reiterated that only a formal and binding merger agreement could validate such claims, and found no credible documentation to support the assertions made before the lower court.

Justice Bayero stated: “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.”

The appellate court emphasised that KPMG Nigeria remained the first in time to register its business entities, including KPMG Audit (1969), KPMG Tax Consultants (1990), and KPMG Consulting. It further ruled that the CAC acted 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,” the court held. Accordingly, the Court of Appeal held that the second respondent, KPMG Professional Services, was not lawfully entitled to register under that name.

The court, therefore, directed the CAC to strike off the second respondent from its register and nullify the certificate previously issued, grant a permanent injunction restraining the second respondent from conducting any business activities under the disputed name and order an investigation into potential damages arising from profits earned through the use of the contested name.

Additionally, the second respondent’s counter-claim was dismissed in its entirety, resulting in KPMG resuming operation with its name.