TOURISM AND HOSPITALITY

Acquiring a Hotel in Türkiye: Shares or Real Estate, Licences and Contracts

Türkiye's tourism sector has long been an attractive investment field for foreign investors and international hotel groups. Buying a hotel, however, involves much more than a real estate purchase; a hotel is a business that operates with certificates, staff, supply and tour operator contracts and, frequently, rights over state land, in addition to the property itself.

Practice shows that most problems in hotel transactions arise because the pre-acquisition review is limited to the property and the transfer of the rights relating to the business is not planned separately. The following sections address the main legal questions faced by investors considering a hotel acquisition in Türkiye.

Structure of the transaction

The first decision is whether to acquire the hotel as real estate or to take over the shares of the company that operates the hotel and owns the property. In a share deal, the company's certificates, contracts and permits generally remain with the company, and continuity of operations is easier to ensure. However, since the company's past tax, employment and other liabilities also remain with it, the buyer assumes the economic risk of these liabilities through the shares.

In a structure where only the property is acquired, past liabilities generally remain with the seller; in that case, however, transferring the certificates and contracts to the new operator requires separate steps, and the tax consequences also differ. Where the business is taken over together with its assets and liabilities, it should be borne in mind that the acquirer may also be held liable for past debts; the distinction between a transfer of the property and a transfer of the business must therefore be drawn clearly in the contract. The choice of structure thus requires a combined legal and tax assessment; tax matters should be handled in coordination with tax advisers.

Rights over state land

Many hotels in Türkiye, particularly in coastal regions, have been built on land owned by the Treasury on the basis of long-term easement or usage rights. In this case, what the investor acquires is not ownership of the property but a right granted for a specific term, the transfer of which often requires the approval of the competent authority. The remaining term of the right, the possibility of extension and the fees payable to the authority are factors that directly affect the value of the hotel.

Questions relating to the coastline and zoning status are also part of this review. Since unlicensed buildings or buildings that deviate from their licence may lead to additional costs and even a risk of demolition after the purchase, the building permit and occupancy permit must be compared with the actual condition.

Tourism certificate and other permits

Operating the hotel as a tourism facility depends on the tourism certificate issued by the competent Ministry. The conditions under which the certificate passes to the new owner or must be obtained anew depend on the structure of the transaction and the type of certificate. For simple accommodation tourism operation certificates, an amendment made in August 2026 prohibits the transfer of the certificate other than by testamentary disposition or by inheritance; for such facilities, the certification route available to the new operator should be assessed separately before the purchase decision. Maintaining the certificate class and star rating depends on the facility meeting certain standards, and it is advisable to examine before the purchase whether the facility actually meets them.

Business and operating licences, fire and environmental permits and permits relating to swimming pools and food businesses are also covered by the same review. Deficiencies in these permits often come to light not during the sale process but at the first inspection.

Staff and seasonal workers

In a share deal, the employer remains the same company, so employment contracts continue unchanged. Where the hotel is transferred as a business, the rules on transfer of undertakings apply, and existing employment contracts generally pass to the new employer with all rights and obligations. It should also be borne in mind that the transferring and acquiring employers are jointly liable to a certain extent for long-term obligations such as severance pay. The position of seasonal workers is of particular importance, since for employees re-hired each season the nature of their contracts and the calculation of their length of service can become the subject of disputes.

Operating, management and tour operator agreements

Many hotels operate under a management or franchise agreement with an international brand or are leased to an operator. The term of these agreements, their termination conditions and whether a transfer requires the counterparty's consent determine the investor's actual control over the hotel. Since allotment and early booking contracts with tour operators largely commit the revenue of the season following the purchase in advance, their terms must also be reviewed separately.

Conclusion

In a hotel acquisition in Türkiye, the value of the transaction depends as much on the rights and contracts that make the property operable as on the property itself. Choosing between a share deal and a property acquisition with their legal and tax consequences in view, reviewing the term and transferability of rights over state land and planning the transfer of the tourism certificate, staff and operating agreements from the outset significantly reduce surprises after the purchase. General questions on real estate and company acquisitions are addressed on the pages of the relevant practice areas.