Legal advisory on investors’ changes in their organizational structures

When investors change their organizational structures (business models), a clear understanding of the relevant legal regulations is essential to minimize risks and safeguard lawful rights and interests. This article provides practical legal guidance for the process of transitioning to a new organizational structure.

I. Current situation of investors’ changes in organizational structures

In the context of an increasingly fluctuating market, changes in consumer demand, technology, legal policies, and the overall business environment have compelled many investors to adjust their organizational structures in order to maintain operational efficiency and optimize profits. In practice, organizational structure transitions have occurred across various sectors, ranging from services, e-commerce, and real estate to industrial manufacturing.

Some investors change their organizational structures to seize opportunities arising from new trends, such as shifting from traditional business operations to online business, applying digital platforms to expand market reach, or transforming from a retail-focused model to one centered on customer experience and value-added services. In addition, some investors are required to adjust their organizational structures due to external factors, including changes in legal regulations, competitive pressure, or financial risks, with the aim of minimizing losses and ensuring the long-term sustainability of their enterprises.

However, changes in organizational structures also present numerous legal and governance challenges, such as the need to amend contracts, business licenses, comply with regulations applicable to new lines of business, and protect the rights and interests of relevant stakeholders. Therefore, investors must not only be flexible in their business strategies but also seek legal advice to ensure that the transition is implemented lawfully and effectively.

II. Understanding investors’ changes in organizational structures 

During the course of enterprise development, changing an organizational structure is not merely a strategic option but also a necessary response to market fluctuations and evolving customer demands. A clear understanding of when and why investors should implement such changes will facilitate a more effective transition.

1. When should investors consider changing their organizational structures?

Investors should consider changing their organizational structures when they observe signs of market saturation, declining business performance, or when the existing model is no longer aligned with new consumption trends.

In addition, the emergence of new legal or technological factors may also require enterprises to adjust their organizational structures in order to remain competitive and ensure compliance with applicable laws and regulations.

2. What are the common reasons for investors to change their organizational structures?

Common reasons prompting investors to change their organizational structures include:

• Changes in market demand: Customers shift to different products or services or require new experiences, rendering the existing model inadequate.
• Increased competition: Competitors adopt more effective strategies, compelling enterprises to adapt in order to maintain their market position.
• Application of new technologies: Digitalization, automation, or e-commerce opens up new business opportunities and enhances operational efficiency.
• Legal and policy factors: Changes in licensing requirements, business lines, or legal regulations require enterprises to adjust their organizational structures to ensure compliance.

A clear understanding of these factors enables investors to develop appropriate strategic plans that both capture opportunities and mitigate legal and financial risks.

3. How can changes in organizational structures affect customers?

Changes in organizational structures may bring benefits such as improved product and service quality, enhanced customer experience, and optimized pricing. Conversely, if the transition process is not managed properly, customers may experience service disruptions, changes in contractual terms, or products and services that no longer meet their current needs. These factors directly affect customer satisfaction, loyalty, and the enterprise’s brand image.

Accordingly, when implementing changes in organizational structures, investors must adopt effective customer experience management strategies to ensure that the transition does not undermine customer trust.

4. Can changing an organizational structure lead to corporate restructuring?

Changes in organizational structures are often accompanied by corporate restructuring, including adjustments to organizational structures, reallocation of resources, changes in personnel roles, and operational mechanisms. The restructuring process enables enterprises to operate effectively under the new model, adapt to the market, and optimize profits.

Thus, organizational restructuring is an inevitable step to ensure the successful implementation of a new organizational structure and the maintenance of sustainable development.

III. Legal regulations related to investors’ changes in organizational structures

In the process of changing organizational structures, investors must not only consider strategic and market factors but also comply with prevailing legal regulations to ensure lawful business operations and minimize legal risks.

1. How does the law regulate investors’ changes in organizational structures?

Pursuant to Article 7 of the Law on Enterprise 2020, as amended in 2025, enterprises have the right to freely conduct business in industries and trades not prohibited by law; to exercise autonomy in business operations and select their forms of organizational structures (as guided by Article 7 of Decree No. 168/2025/NĐ-CP); to proactively choose business lines, locations, and forms of operation; and to adjust the scale and scope of their business activities.

However, when investors change their organizational structures, they should pay attention to the following procedures:

• Adjustment of the Investment Registration Certificate: Under Article 41 of the Law on Investment 2020, where an adjustment to an investment project results in changes to the contents of the Investment Registration Certificate, the investor must implement procedures to amend such certificate.
• Notification of changes to enterprise registration contents: Where changes in the organizational structure lead to changes in registered business lines, procedures for notification of changes to enterprise registration contents must be conducted in accordance with Article 31 of the Law on Enterprise 2020 and Article 49 of Decree No. 168/2025/NĐ-CP.
• Enterprise registration in cases of conversion of enterprise types: Where changes in the organizational structure result in a change of the enterprise type, relevant dossiers must be prepared and procedures implemented in accordance with Article 26 of Decree No. 168/2025/NĐ-CP.

In addition, changes in organizational structures must comply with regulations on competition, protection of customer rights, tax obligations, and occupational safety.

2. Is it necessary to amend business licenses when investors change their organizational structures?

Where changes in organizational structures result in changes to the contents of the Enterprise Registration Certificate as stipulated in Article 28 of the Law on Enterprise 2020, such as the enterprise name, enterprise identification number, or head office address, the enterprise is responsible for registering amendments to the Enterprise Registration Certificate in accordance with Article 30 of the Law on Enterprise 2020.

Where changes in organizational structures result in changes to registered business lines, procedures for notification of changes to enterprise registration contents must be conducted pursuant to Article 31 of the Law on Enterprise 2020 and Article 49 of Decree No. 168/2025/NĐ-CP.

Accordingly, when investors change their organizational structures, amendments to business licenses are required.

3. Which laws govern investors’ rights when changing organizational structures?

The principal legal instruments governing investors’ rights when changing organizational structures include:

• Article 7 of the Law on Enterprise 2020, as amended in 2025, which provides that enterprises have the right to freely conduct business in industries and trades not prohibited by law; to exercise autonomy in business operations and select organizational structures (as guided by Article 7 of Decree No. 168/2025/NĐ-CP); to proactively choose business lines, locations, and forms of operation; and to adjust business scale and scope.
• The Law on Investment 2020, as amended in 2025: Article 5 provides policies on business investment, including investors’ rights to conduct business investment activities in industries and trades not prohibited by law, and to make autonomous decisions and take responsibility for their business investment activities in accordance with this Law and other relevant legal regulations; Article 41 governs the right to adjust investment projects, under which investors are entitled, during project implementation, to adjust project objectives, transfer part or all of the investment project, merge projects, or divide or separate a project into multiple projects, use land use rights and on-land assets of the investment project to contribute capital for enterprise establishment or business cooperation, or make other adjustments in compliance with law.

A thorough understanding of legal regulations on investors’ rights enables enterprises to implement changes in organizational structures lawfully, protect their legitimate interests, and limit risks arising in the course of business operations.

VI. Questions related to investors’ changes in organizational structures

Changes in organizational structures offer numerous opportunities while also raising legal and governance issues that investors should understand. Below are some common concerns:

1. Do investors need to notify relevant parties when changing their organizational structures?

Investors should promptly notify relevant parties, including shareholders, partners, customers, and employees, depending on the scope and extent of the changes.

Such notification ensures transparency, maintains trust, limits legal disputes, and facilitates stakeholders’ adaptation to the changes.

2. What risks may investors face if they fail to timely notify changes in organizational structures?

If investors fail to provide timely notification, enterprises may face legal risks, including violations of legal regulations, disputes with partners, loss of trust from customers and shareholders, or even administrative sanctions. In addition, a lack of information may lead to ill-informed business decisions and financial losses.

Delayed notification not only causes legal damage but also adversely affects the enterprise’s reputation and business operations.

3. Is legal support necessary to implement lawful changes in organizational structures?

To lawfully implement changes in organizational structures, investors should seek advice from lawyers or reputable law firms.

Legal support includes assessing investors’ rights, guiding amendments to business licenses, reviewing contracts and obligations with partners, advising on procedures with state authorities, and ensuring compliance with specialized laws.

Professional legal support helps ensure that the transition process is safe, transparent, and minimizes legal risks.

4. Can changes in organizational structures create new opportunities and what risks may arise?

Changes in organizational structures create opportunities for growth, market expansion, improved operational efficiency, and enhanced customer experience.

However, alongside these opportunities, investors may face risks such as service disruptions, negative reactions from existing customers, high transition costs, or non-compliance with legal regulations.

Careful consideration of both opportunities and risks is essential to ensure that changes in organizational structures are effective and sustainable.

5. What should investors prepare to limit risks when changing organizational structures?

To limit risks when changing organizational structures, investors should prepare detailed plans, assess impacts on the market and customers, review relevant legal regulations, amend business licenses where necessary, and establish appropriate internal governance mechanisms. At the same time, maintaining transparent communication channels with stakeholders is essential to ensure a smooth transition.

Thorough preparation and proactive risk prevention enable investors to implement changes in organizational structures safely and effectively.

V. Are you looking for a reputable law firm to support issues related to investors changing organizational structures?

When investors undertake changes in organizational structures, cooperation with a reputable law firm is essential to ensure that legal procedures are properly conducted, investors’ rights are protected, and legal risks are minimized.

NPLAW is one of the law firms with experience in advising investors on matters related to changes in organizational structures, ranging from legal assessments and license amendments to contract drafting and guidance on handling practical issues that arise. With the support of NPLAW, investors’ business model transition processes can be implemented smoothly, lawfully, and safely.