Buying and Selling a Hotel in Türkiye: A Legal Process Guide for Individuals and Companies

The process of buying a hotel in Türkiye begins with determining what will be taken over, by whom and subject to which obligations. Buying the hotel building, buying the shares of the company that owns the building and becoming a partner in the company that operates the hotel as a tenant are not the same transaction. Even if the sale price looks similar, the right acquired, the exposure to past debts, the tax treatment and the conditions for continuing operations all change.

This guide is prepared so that an investor buying a hotel in their own name or through a company, a person who will enter into a partnership, and an owner who will sell their hotel can determine their own position, set aside their preparation documents and understand the process from first contact to the transition of operations after the transfer. The distinctions required for foreign individuals and companies are explained separately in the relevant sections.

The guide explains the confidentiality, preliminary offer, legal due diligence, contract negotiation and closing approach that is also used in international hotel transactions, together with the acquisition and transfer conditions under Turkish law. These transaction steps may serve as guidance in different countries; the legal consequences relating to ownership, companies, tax and permits are explained on the basis of Türkiye. For a hotel in another country, an assessment under the law of that country is required.

Structured as the main reference source — a cornerstone / benchmark guide on buying and selling hotels in Türkiye, this work addresses ownership and company transactions together with debts, licenses, employees, tax, contracts and handover. The relevant section helps the reader to characterize their own transaction legally and to assess under which conditions they can move on to the next stage.

At the first stage, the answers to the following four questions are sought: Who will be the buyer? Who holds the right that is the subject of the sale? Who operates the hotel? Which person or company will continue to operate the business after the transfer? These answers form the basis of the document list and the contract. Legal due diligence, in turn, shows whether, in return for the price intended to be paid, a right that can actually be transferred, used and acquired within the agreed scope will be obtained.

Buying and selling a hotel in Türkiye: the process at a glance

A shared roadmap for buyer and seller, from first contact to post-handover follow-up.

\* Timing of permits and licenses: Preparation of permits and licenses begins during due diligence. Approvals mandatory before the transfer are completed before the sale, and permits required for the activity are completed before operations begin. The order and the type of application vary according to the transaction model; a share transfer does not require a new license in every case. Ministry of Culture and Tourism: transfer of certificates

This flow combines the preparation, due diligence, contract and closing approach used in international transactions with the sale and permit procedures in Türkiye. The stages may partly run concurrently. Signing, legal transfer and actual handover may take place on different dates.

Güneş & Güneş Law Firm carries out the legal groundwork; it coordinates the transaction team in Türkiye, the relevant specialists and the procedures before public authorities within the scope of the engagement.

1. Acquisition model: property, company shares or transfer of a commercial enterprise

Separating the right that is sold from the trade name of the hotel

In a hotel, the owner of the land and building, the holder of a right of superficies, the tenant operator and the owner of the brand may be different persons. For this reason, the transaction model cannot be determined on the basis of the hotel name in the sale listing. The title deed, the company and the operating relationships must be examined together.

A person who buys the shares of the owner company does not become the direct owner of the property; the property remains in the company. An investor who buys only the shares of a tenant operator company does not acquire ownership of a building that belongs to a third party. The activity of the company it owns depends on the lease and operating agreements.

The choice between a share transfer — share acquisition and an asset or business transfer — asset/business acquisition cannot be made on the basis of tax alone. In a share transfer, the target company continues as the same legal entity. In a direct purchase, the buyer acquires the agreed assets in the name of the existing company or of the company it will establish. Using a new company does not remove the special statutory liabilities attached to a business transfer or to the property.

The transfer of a commercial enterprise as a whole differs from the sale of a few fixtures. The scope and economic integrity of the transaction are assessed within the framework of TTK Art. 11 and TBK Art. 202. The mere fact that the heading of the contract says “asset sale” does not, on its own, change the consequences of a transaction that in fact amounts to a business transfer. Turkish Commercial Code Turkish Code of Obligations

Acquiring all shares, partnership and capital increase

Buying all the shares and becoming a partner at a certain percentage provide different levels of control. In a partial share purchase, management, important decisions, profit distribution, additional financing needs and the exit arrangement from the partnership are examined. Besides the percentage of shares, the articles of association, privileges and existing shareholders’ agreements are also decisive.

In the sale of existing shares, the money goes to the selling partner; in participation in a capital increase, it goes to the company. If the company needs funds to pay debts or for renovation, how much will be put into the company in addition to the share price should be determined at the outset. A capital increase does not erase past debts.

In a limited liability company, the form of the share transfer and the company’s approval are decisive; in a joint-stock company, whether the share is embodied in a certificate, the type of certificate and the transfer restrictions are decisive. In a limited liability company, the written transfer instrument and the notarization of the signatures are, as a rule, assessed together with the approval of the general assembly. In a joint-stock company, the same transfer procedure does not apply to all shares; in particular, for bearer share certificates, the notification to the Central Registry Agency (MKK) must not be overlooked. Pledges over shares, attachments, usufruct and the burden of unpaid capital also affect the partnership to be acquired. The basic transfer conditions are explained in the transaction table in Section 12. TTK Arts. 490–499 and 595 MKK: transfer of bearer shares

Other activities of the company and restructuring

The target company may also carry other hotels, land, debts or security provided for group companies. When company shares are purchased, it should not be assumed that only the hotel under discussion is being acquired. If only a specific hotel is to be acquired, a direct transfer or a separation before the sale may be considered.

Merger and demerger are separate company law transactions that can be used for this purpose. Because of their effects on creditors, employees, tax and public permits, they do not automatically create a “debt-free company.” In addition, if the hotel constitutes a significant asset of a joint-stock company, it is examined whether the sale requires a general assembly resolution under TTK Art. 408/2-f. These are matters that affect the legal feasibility of the chosen structure. TTK Arts. 134–194 and 408

In the sale of a significant asset, the position of the hotel being sold within the company’s activity and the nature of the transaction are taken as the basis. The same monetary threshold, decision quorum or transfer procedure cannot be accepted for every company. A concrete assessment must also cover the type of company, its liquidation status and the applicable judicial approach. For this reason, the necessary company resolutions are examined not merely as paperwork to be completed at closing but as part of the legal validity of the sale. TTK Arts. 408, 418 and 538

2. The buyer’s legal status: individual, existing company, new company and foreign investor

The person who will own the property and the person who will run the business need not be the same. An individual or a company may buy the property and lease it to an operator. The owner and the operator may also be the same company. If separate structures are used, ownership, the lease or right of use, licenses and financing should be set up consistently with one another.

A business that an individual runs in their own name is not a separate legal entity. The liability of that person for commercial debts and that of a partner in a joint-stock or limited liability company are not subject to the same regime. When “purchase through a company” is proposed, it should be clarified which type of company and which capacity as partner or manager is meant. TTK Arts. 12, 329 and 573

Distinction between foreign individuals and foreign companies

The regimes for property acquisition by a foreign individual, by a company established abroad and by a foreign-capital company established in Türkiye are different. For individuals, country eligibility and area and regional restrictions are assessed; for foreign companies, the specific statutory basis; and for foreign-capital companies in Türkiye, the scope of Title Deed Law Art. 36.

A foreigner’s acquisition of shares or management control may require additional review also for a Turkish company that owns property. For this reason, one should not proceed on the assumption that “if company shares are bought, all property restrictions are overcome.” The Turkish branch of a foreign company is also not the same structure as a Turkish company with a separate legal personality. Official acquisition explanations under Title Deed Law Arts. 35–36

For a foreign investor, the person or company that will send the money, whether the payment is capital or a loan, in whose name the acquired right will be registered and to whom income will later be transferred should also be set up consistently. Tax residence and the applicable double taxation treaty may affect the consequences of cross-border payments. There is no single “most suitable company” or mandatory new-company model for every investor. Corporate Tax Law

3. First contact, confidentiality, negotiation and the legal due diligence process

First contact with the hotel owner and defining the sale process

First contact may be made directly with the owner or shareholder, or through a sales adviser. At the outset, it is determined on behalf of which right holder the counterparty is acting and whether the sale covers the property, the company shares or the business. The seller’s price expectation, the proposal for delivery with sitting tenants or vacant, and the timetable the seller envisages are learned. This framework shows whether moving on to detailed review is meaningful for the parties.

The sale may be conducted as a bilateral negotiation with a single buyer or as a competitive process in which offers are received from several candidates. In particular in an adviser-led sale, a preliminary marketing summary — the teaser, a detailed information file — the information memorandum, an offer timetable and buyer selection may be used. These are not mandatory documents for every transaction. The seller’s assessment of the buyer’s identity and financing capacity is also part of the process; the accuracy of the information in the marketing file is confirmed by the later review.

Confidentiality agreement, letter of intent and exclusive negotiation

Confidentiality agreement — NDA / confidentiality agreement: Before detailed company, business and customer information is shared, the purpose for which the information will be used, the advisers with whom it may be shared and how it will be protected if the discussions end are agreed. The existence of the sale discussions may also be brought within the scope of confidentiality. An NDA should not be regarded as a commitment to buy the hotel or as permission for unlimited sharing of personal data.

In a process in which both parties will disclose commercial and financial information, a mutual confidentiality protocol may be prepared. Not only the hotel’s records but also the buyer’s investment structure and financing information are protected. If an NDA has been signed before, its scope, parties and access by advisers are checked; instead of re-signing a sufficient text merely because negotiations have progressed, the necessary supplement or amendment is made.

Preliminary offer and letter of intent — indicative offer, letter of intent / term sheet: The transaction model, the basis of the proposed price, the scope of the sale, and the assumptions regarding due diligence, financing and necessary approvals, together with the target timetable, are set out. Which provisions of the document are binding is stated expressly. The mere presence of “letter of intent” in the heading does not, on its own, take the whole text out of binding effect; the content, the intentions of the parties and the applicable formal requirements are decisive. TBK Arts. 1, 12, 19 and 237

Exclusive negotiation — exclusivity: If agreed, it is regulated for how long the seller cannot conduct which discussions or transactions with other candidates, and what the consequences of a breach are. It is important for the buyer to be able to incur due diligence costs; on the other hand, it limits the seller’s alternatives. Exclusivity does not, on its own, create ownership of the hotel or a statutory pre-emption right.

Before a deposit is paid or a binding offer is made, the legal nature of the payment and the conditions for its refund should be clarified. The discovery of a significant problem in due diligence, a failure to obtain financing or a failure to obtain the necessary public approval may not lead to the same result. The word “deposit” (kapora) does not, on its own, mean that the money is forfeited or refunded in every case. Who will bear the due diligence and advisory costs is also determined. TBK Arts. 177–178 and 237

In the international contractual approach, negotiations that end without result are assessed separately from bad-faith negotiation and misuse of confidential information. This distinction is also found in UNIDROIT Principles of International Commercial Contracts Arts. 2.1.15–2.1.16. These principles are not a law that applies automatically to every hotel sale in Türkiye; concrete liability is determined by the applicable law and the contract. UNIDROIT Principles 2016

Advisory agreement and powers of representation

The scope of the relationship with the adviser or intermediary is clarified through on whose behalf it works, the limits of the service, the conditions under which a fee or commission arises and possible conflicts of interest. A service agreement — engagement letter — and the authority to represent for the purpose of entering into a transaction are not the same thing. Being engaged to promote or to conduct discussions should not, on its own, be regarded as sufficient to make a binding sale on behalf of the seller or to collect the sale price. The authorization and, where necessary, the power of attorney must include the authority required for the transaction to be carried out. In Türkiye, the written form requirement for a real estate brokerage agreement is also taken into account. TBK Arts. 40–41, 504 and 520–523

Document access permission, due diligence period and transaction timetable

When it is agreed to continue the discussions, the scope of the legal, financial and technical due diligence and the access conditions are set out in writing. Documents and records are requested from the seller through a document and information request list — the due diligence request list. The necessary authorization of the owner, the target company or the relevant right holder is arranged according to the transaction model for file review, site visits, meetings with management and obtaining information from the relevant institutions. The confidentiality obligation and the permission to access information serve different functions; the two may also be dealt with in the same protocol. A general consent does not remove the rights of third parties or statutory access restrictions.

The timetable shows the date by which documents will be provided, the start of the due diligence period, the answering of additional questions, the assessment of findings, the final agreement, the necessary permits and the target closing. The effect of missing documents on the due diligence period, the conditions for extension and, if any, the final date for completion of the transaction — the long-stop date — are stated. The due diligence, exclusivity and financing periods are set up consistently with one another. There is no obligation that every hotel have the same number of days or that all preliminary documents be signed separately.

In this period, if considered necessary, a document showing payment capacity, a bank guarantee or a conditional advance payment arrangement is negotiated. A document showing financing capacity and security that secures payment of the price are different. For whose benefit and for which obligation the security is given, and when it will be used, released or returned, are determined. The buyer’s payment security and the seller’s security for refunding the advance or remedying a specific problem may be set up separately. Final payment and the release of security are explained in Section 12.

Information needed for the first legal assessment

At the first meeting, the location of the hotel and, if possible, the block/parcel details, the identity of the seller and the operator, the proposed sale model, the approximate price, any existing offer or contract and the targeted transaction date are shared. It is stated whether the buyer will act in their own name or through an existing or new company. Not all documents need to have been collected yet; first, the due diligence file to be prepared is determined.

Documents to be prepared by the buyer

For a company or representation document issued in a foreign country to be used in an official transaction in Türkiye, certification and a Turkish translation may be required. The need for an apostille or consular certification is determined by the country in which the document was issued, the type of document and the applicable treaty. The scope of a power of attorney to be issued abroad should be prepared to suit the property or share transaction to be carried out. Explanations on official foreign acquisition and representation documents

Documents to be obtained from the seller and verified from official records

This table does not mean that every buyer must personally obtain all documents from the official authorities. The information to be provided by a party and the records to be verified by the legal team within the appropriate authority and access framework are different. The review of title deed, municipality, Ministry, company, tax and court files is planned according to the transaction model. Personal and commercial data are shared to the extent necessary.

An old title deed copy, a sales brochure or a single “no debt” letter does not show that all risks are absent. In legal due diligence — legal due diligence — verified information, the seller’s statements and matters not yet clarified are kept apart. Legal, financial and technical findings are turned into a common transaction assessment.

Documents may be reviewed in a controlled sharing environment or in a virtual data room / VDR; significant gaps are completed through questions put to the seller, a management meeting and an on-site inspection. A due diligence report prepared in advance by the seller does not remove the buyer’s need for verification according to its own transaction model. The findings are carried into the final price and contract negotiation in accordance with the distinction below.

Sharing information with a competing buyer: If the buyer is a hotel or chain operating in the same market, access limits should be established for future room prices, customer-based discounts and commercial strategies. Where necessary, the review may be conducted through a limited-access team of independent advisers — a clean team; the scope of data to be provided to the buyer is determined separately. Signing an NDA does not make an anti-competitive exchange of information lawful. This is not a rule that requires a separate team in every transaction but a review arrangement to be chosen according to the concrete competition risk. Competition Authority: assessment of information exchange

Turning due diligence findings into a transaction decision

This distinction separates statutory requirements from the economic allocation that the parties may negotiate. For example, a deduction from the price cannot be put in place of a necessary public approval. On the other hand, a debt of defined scope can be resolved within the transaction through a legally possible payment and security arrangement. If time passes between signing and transfer, important records that may change should be updated close to closing.

Implementing the transaction timetable

The stages from first contact to post-handover are shown in the process-at-a-glance table at the beginning of the guide. The documents and outcomes in that table are used to follow the parties’ tasks and the conditions for moving to the next stage together.

Signing the agreement — signing — and completing the transaction — closing — need not take place on the same day. The duration of the transaction depends in particular on allocation, foreign acquisition, financing, tenant and license matters. It would not be appropriate to give a firm completion time before significant deficiencies are identified.

Completion of the sale, licensing and handover of the hotel are separate transaction outcomes. Preparation of permits and licenses begins during due diligence; the order of application and finalization is carried out before or after the sale depending on the acquisition model and the conditions of the relevant authority. Approvals that must be obtained before the transfer cannot be left until after the sale, and permits that are a condition for starting the activity cannot be left until after operations begin. The license stage in the table does not mean that all permits will be obtained only after the sale.

This order is a model of transaction organization. The legal team may also be engaged after discussions have begun; in that case, signed documents, payments made and open time limits are first assessed and the work continues from the current stage. The stages and documents used in international practice are adapted to the process in Türkiye according to concrete needs; the mandatory form, permit and transfer conditions under Turkish law are preserved.

4. Title deed review, right of superficies and public land allocation

Verifying ownership and the scope of the sale

A title deed review is not completed by reading the name of the owner. The parcels, independent units, share ratios, mortgages, attachments, injunctions, annotations and easements included in the sale are assessed. Not every entry on the title deed has the same effect; some prevent transfer, while others continue over the right the buyer will acquire or must be removed separately. Turkish Civil Code

The main building of the hotel and its pool, car park, access road or other compulsory use areas may be on different parcels. Not every area that the seller actually uses necessarily belongs to the seller in ownership or right of use. Loss of an indispensable use on a parcel not included in the sale may prevent the operation of a building for which the title deed can be obtained. For this reason, the technical site inspection and the scope of the title deed are assessed together.

In co-ownership, it is investigated whether a sale of a share to a third party gives rise to a pre-emption right, and what effect a promise to sell, a lease or other rights over the property have. In the purchase of company shares, this review is also necessary, because the property remains inside the company. Taking over the shares does not remove the encumbrances on the company’s property.

The seller’s acquisition history and ownership claims: If there is a dispute or a suspicion of invalidity regarding an earlier transfer, inheritance or representation transaction, the bases of the title deed record and the relevant court files are also examined. The absence of an injunction in the register does not mean that a serious ownership dispute notified to the buyer can be ignored. Protection of good-faith reliance on the title deed register does not produce the same result for a person who knows or should have known of an unlawful registration. How far back the review goes is determined by the concrete risk. TMK Arts. 1023–1025

Nature of the right of superficies and of public allocation

A right of superficies is a limited real right to keep a structure on land belonging to another person. It differs from ownership of the land; a right of an independent and permanent nature may be registered on the title deed register as a separate immovable. For this reason, before the statement “it has a title deed,” it should be understood whether the record relates to ownership of the land or to a right of superficies. TMK Art. 826 et seq.

Usufruct must be distinguished separately: Leaving the use of the right itself to another is not the same transaction. In a hotel based on usufruct, the transferability of use, the term tied to the right holder and the conditions for termination are investigated. On the basis of the expression “sale of an easement right,” it should not be assumed that all limited real rights can be transferred in the same way as a right of superficies. TMK Arts. 797 and 806

In tourism facilities on public land, allocation, right of superficies, lease and permit of use are not the same legal concept. The relevant decision, contract, registration and special legislation are read together. The remaining term of the right, the purpose of use, the fees, breaches, the status of the structures at the end of the term and the transfer conditions are determined. It cannot be accepted that every allocation lasts 49 years or that the term is automatically extended.

Besides the direct transfer of the property or the right, a change in the shares or control of the company holding the right may also give rise to public approval or other administrative conditions. A decision should not be made merely on the basis of the remaining term without examining past allocation fees, investment commitments and grounds for cancellation. Tourism Encouragement Law No. 2634 Regulation on the allocation of public immovables to tourism investments

What is acquired when the right of superficies ends? Under TMK Art. 828, when a right of superficies ends, the structures remain with the landowner and become an integral part of the land; under Art. 829, unless otherwise agreed, the owner does not pay compensation for these structures. For this reason, the remaining term, the compensation provision on termination and the possibility of extension are essential in assessing the purchase price and the loan maturity. Purchasing the shares does not restart the term of the right. The ending of a public allocation, lease or permit of use and the fate of the structures are determined separately under the relevant special legislation and the contract; the right of superficies rule is not applied to all of them as is. TMK Arts. 828–829

Material use restrictions depending on the nature of the facility

Beach use for a hotel on the coast, protected status for a registered building, the right to use a source in a thermal hotel, and common areas and the management plan in a mixed-use project may affect the foundation of the activity. If these exist in the relevant facility, they are included in the transaction file. Payment of ecrimisil (compensation for unjust occupation) does not, on its own, provide ownership or a continuing right of use. In a facility with timeshare or similar third-party rights, the sections and periods that the buyer can use freely are determined separately. Coastal Law Law No. 2863 Law No. 5686 Condominium Law

5. Zoning, demolition orders, occupancy permit and hotel licenses

What should be investigated at the municipality and other relevant authorities

That a property can be transferred at the title deed office does not show that the existing structure and the hotel operation are lawful. The review should compare the files at the competent municipality and, where necessary, other authorities with the actual situation.

• The purpose of use under the zoning plan and plan notes, the building conditions and the suitability of hotel use.
• The building permit, approved projects and occupancy permit; their conformity with the existing building and its annexes.
• Floors, rooms, enclosed areas or common-area conversions in breach of the permit.
• Construction stop records, sealing, municipal executive committee decisions, demolition orders and administrative fines.
• Zoning or permit lawsuits, stay of execution decisions and ongoing administrative acts.
• The business license, tourism certificate, capacity and inspection findings that affect the activity.

In particular regarding demolition or sealing, it is investigated to which structure the decision relates, whether it is in force and what it will in fact lead to. Payment of an administrative fine does not make the unlawful structure lawful by itself. Filing an administrative lawsuit, as a rule, does not by itself stop the enforcement of the act. Zoning Law Arts. 32 and 42 Administrative Procedure Law Art. 27

For facilities with a Building Registration Certificate, the scope and validity of the certificate and its legal effect with respect to the relevant violation are examined. Such a certificate does not mean that every kind of license and safety condition has been met or that every new construction is permitted.

Risky building identification and transformation procedures under Law No. 6306 are investigated separately from a demolition process carried out for non-compliance with zoning. The existence of a building permit or an occupancy permit does not render an ongoing risky building file ineffective. It is determined whether the existing findings and decisions require evacuation, demolition, reinforcement or reconstruction, and what effect they have on the use of the hotel and on the obligations the buyer will assume. Law No. 6306 Arts. 3–6

Licensed capacity and the ability to continue operating

The number of rooms stated in the sale is compared with the approved project and the capacity in the tourism certificate. For example, if the legal status of 20 rooms is problematic in a facility that actually uses 120 rooms, it should not be accepted that all 120 rooms can be operated on the same terms. The importance of room count for this guide is that the capacity that is sold and paid for can be lawfully used.

The occupancy permit, the business opening and operating license and the tourism operation certificate serve different functions. The existing type of certificate, the certificate holder and the actual operator are determined. It is not an automatic result that the person who buys the property becomes the license holder or personally continues the business.

Alcohol sales and service certificates: The certificate suited to the activity carried out in the hotel’s restaurants and bars, the certificate holder and its validity status are examined. For the permits still called “TAPDK certificates” in practice, the competent authority is the Ministry of Agriculture and Forestry. Sales certificates, as a rule, cannot be transferred; if another natural or legal person becomes the operator, certification in that person’s name is required. A change in the shares of the same company or only in its trade name is different; the notification and registration procedures required are determined separately. Sales and service regulation Arts. 5, 13 and 14

If fire safety, structural safety and relevant environmental conditions affect the continuation of operations or significant mandatory expenditure, they are part of the technical and legal review. Instead of the seller’s general statement “our licenses are complete,” the current file and inspection status are taken as the basis. Whether the fire department compliance report covers the actual building, capacity and areas of use is investigated separately. Without treating a change of operator, a change of trade name only and a structural change as the same transaction, the need for a new report or inspection is determined under the applicable license and fire regulations. Whether a material violation can be remedied, who bears the cost and whether it must be completed before the transfer are clarified; the necessary reports and corrections are placed in the transfer and continued-operation timetable. Regulation on Business Opening and Operating Licenses Regulation on Fire Protection of Buildings Environmental Law

Sustainability certification: The facility’s stage under the Türkiye Environmental and Cultural Sustainability Program, the validity of the certificate and any incomplete inspection findings are examined. The Ministry’s Circular 2026/2 of 16.04.2026 states that a Stage 3 Certificate will be required for four- and five-star hotels and holiday villages, boutique hotels and special accommodation facilities, and a Stage 2 Certificate for other accommodation facilities, in applications for a tourism operation certificate and in transactions requiring a change of certificate. For this reason, in a purchase requiring the transfer of a certificate, the required stage and the compliance cost should be determined in advance. The effect of a deficiency on certificate procedures and the risk of sanctions under Law No. 2634 are assessed in the concrete file; not every deficiency can be presented as an automatic suspension of operations. KTB: Circular 2026/2

Environmental impact assessment (EIA) and environmental permits: The environmental assessment to which the facility is subject is determined on the basis of its capacity, its construction period and later expansions. It is investigated whether the existing EIA decision or scoping opinion covers the actual facility, and the status of water supply, wastewater treatment/discharge and other material environmental permits. In the event of a change of project owner or operator, the necessary notification, application and undertaking procedures are determined separately. The EIA file, the business license and the sustainability certificate do not serve the same legal function. It should not be assumed that a capacity increase planned by the buyer can be made with the existing decisions and permits; the additional review, cost and timetable required should be determined before the purchase decision. Environmental Law Arts. 10–11

Obtaining permits and licenses in the name of the buyer or the new operator

Due diligence does not end with checking the seller’s existing documents. Obtaining the necessary permits and licenses in the name of the individual or company that will operate the hotel after the purchase, transferring the certificates that can be transferred, and the necessary registry changes are a separate stage of the transaction plan. If the buyer will operate the hotel through an existing company or a company to be established, the application file is prepared on the basis of that company. If the company that buys the property and the company that will operate the hotel are different, the documents are arranged according to the right or operator capacity that the relevant legislation requires.

Applications to the competent authority for the business opening and operating license and to the Ministry of Culture and Tourism for tourism certificate procedures are planned together. According to the Ministry’s explanation, in the transfer of a tourism operation certificate, the new operator first obtains the business opening and operating license for the facility and then applies for the transfer of the certificate. The model of an operator endorsement on the certificate may also be assessed separately. The facility’s existing type of certificate, capacity and actual condition affect which application will be made. KTB: certificate transfer and operator endorsement

Depending on the scope of the activity, the alcohol sales/service certificate and other special permits are also included in this file. The necessary documents, the applicant, the responsible team, the conditions precedent and the target dates are determined; applications are followed until deficiencies are remedied and they are concluded. The seller’s obligation to provide documents and cooperate is made part of the contract. The effect on the sale and on the activity of the possibility that a permit cannot be obtained is assessed before the price is paid; because transfer or issuance of a certificate depends on the decision of the administration, it is not accepted as an automatic result.

6. Company debts, public receivables and past liabilities

Company history in a share purchase and the partner’s liability

In a share transfer, the company’s bank, tax, supplier, employee and other debts continue in the same company. The new partner becomes a partner in a company that economically carries these burdens. The continuation of the company’s debt and the new partner’s personal liability for all debts are different things.

In a joint-stock company, merely being a shareholder does not, in general, give rise to personal liability for all of the company’s debts. In a limited liability company too, the separate legal personality of the company is the rule; however, there is a special partner liability for public receivables. A person’s additional capacity as manager, statutory representative, surety or guarantor may give rise to separate liability. TTK Arts. 329 and 573

Under Law No. 6183 Art. 35, partners of a limited liability company may be held liable, in proportion to their capital shares, for public receivables that cannot be collected from the company or that are found to be uncollectible. The provision on the joint liability of the person who takes over the shares, together with the transferor, for public receivables arising before the transfer should be examined especially in the purchase of limited liability company shares. Statutory representative liability is assessed separately according to the type and period of the debt. Law No. 6183 Art. 35 and repeated Art. 35 VUK Art. 10

The consequence of the case law for the buyer: The decision of the Council of State Plenary Assembly for Unification of Case Law of 11.12.2018, E. 2013/1, K. 2018/1, did not adopt the view that, for a limited liability company’s tax debt, the statutory representative must necessarily be pursued before the partner is pursued. This does not remove the condition that the amount cannot be collected, or is found to be uncollectible, from the company. However, the share purchaser cannot exclude the past tax risk on the assumption that “the former manager is approached first; I cannot be pursued as a partner.” Decision published in the Official Gazette of 20.06.2019

Past debts in a direct purchase

Buying only the property does not mean taking over all of the seller’s company debts. However, in a transaction in which a commercial enterprise is in fact taken over, TBK Art. 202; in a workplace transfer, Law No. 5510 Art. 89 for SGK receivables; and Law No. 1319 Art. 30 for past real estate taxes on the property are of particular importance. For this reason, a direct purchase cannot be presented as “there is no past debt risk whatsoever.” TBK Law No. 5510 Real Estate Tax Law

Under TBK Art. 202, the buyer’s liability for debts and the transferor’s two-year joint and several liability must be kept apart. The liability of the person who takes over the business with its assets and liabilities toward creditors is tied to the notification or announcement provided for in the law. The transferor’s two-year joint liability starts, for debts already due, from the date of notification/announcement; for debts that fall due later, from their due date. Until the notification or announcement obligation is fulfilled, this two-year period does not run. This does not mean that all of the buyer’s debts end in two years, or that the same period applies to tax, SGK and severance pay. TBK Art. 202

A clause such as “all debts before the transfer belong to the seller” does not remove the creditor’s or the public administration’s right arising from law. It regulates the economic allocation between the parties and the buyer’s ability to have recourse against the seller. The value of that right is determined by the seller’s ability to pay and the security provided.

Scope of the review

In addition to bank and tax debt schedules, significant supplier debts, partner current accounts, security provided to group companies, ongoing tax audits, lawsuit and enforcement files, and long-term contractual obligations are investigated. Bank guarantees not yet drawn may also constitute a contingent risk. A single “no debt” letter does not eliminate burdens that have not yet come to light.

For a target with serious capital loss, over-indebtedness, composition with creditors or bankruptcy, the feasibility of the transaction and the necessary permits are assessed separately. In transfers that harm creditors, the risk of annulment of the disposition may also arise. The purchase of such a hotel is a different legal file from a transaction that would be resolved through ordinary debt repayment and a price reduction. TTK Arts. 376 and 633 İİK Art. 277 et seq., 297

7. Employees, workplace transfer and the severance pay (kıdem tazminatı) burden

Determining whether the employer changes

The distinction between owner, tenant and actual operator matters for employees as well: first, it is determined whose employees the workers are, as employees of which person or company. Buying the hotel property does not in every case mean that another company’s employees become the buyer’s employees; the transfer of the business and actual continuity are assessed separately.

A change in the company’s shares does not, on its own, change the employer legal entity or make severance pay immediately payable. While work continues with the same employer, the economic burden of past service remains with the company.

In a transfer of the workplace to another employer, under Labor Law Art. 6, the existing employment contracts pass with their rights and obligations; the previous period is taken into account for rights tied to length of service. For debts that arose before the transfer and are payable on the transfer date, there is joint liability; the transferor’s liability in this respect is limited to two years. The transfer is not, on its own, a ground for termination. Law No. 4857 Art. 6

For severance pay, Law No. 1475 Art. 14 applies separately. While continuity of service is taken into account in a termination that gives rise to entitlement, the severance liability of the transferring employer is limited to the period it employed the worker and the wage level at the transfer date. The two-year limit in Labor Law Art. 6 should not be carried over as is to all severance liabilities. Law No. 1475 Art. 14

Regulating the severance burden in the price and the contract

The severance burden should be calculated and its allocation between the parties should be clearly determined; there is no general statutory rule providing for a mandatory deduction from the sale price in every transaction. The burden may be accepted within the price, deducted separately, or covered by the seller’s specific payment and security obligation.

In addition to the severance calculation, unpaid wages, leave and significant labor disputes should be examined. An existing debt that must be paid is distinguished from a severance burden whose conditions may arise in the future. Deducting the same provision twice, both in the net debt calculation and as a separate deduction, is avoided. The allocation made by the buyer and the seller does not reduce employees’ statutory rights; dismissing employees en masse and rehiring them also does not automatically erase past burdens.

8. Tenant, operator and ongoing contracts

Vacant delivery and operational control in a hotel with a sitting tenant

The sale of the hotel does not automatically make the existing tenant leave. Under TBK Art. 310, when the leased property changes hands, the new owner becomes a party to the lease. The buyer’s wish to operate the hotel itself does not provide a guarantee of vacant delivery without assessing the term of the existing lease relationship and the conditions for its termination. TBK Art. 310

It matters whether the hotel lease covers only the property or the whole income-generating business. The provisions on the lease of a roofed workplace and on a lease of a productive thing (usufructuary lease) are not the same. The applicable regime is determined not by the name of the contract but by its content and the actual relationship. The possibility and timing of eviction should be assessed accordingly. TBK Arts. 339 and 357

If the seller promises vacant delivery, it should be shown on what basis and when the seller can provide it. The price, the transfer obligation and the buyer’s right to withdraw from the transaction in case the tenant’s departure is delayed or does not occur are regulated in the contract. The rights of shops, restaurants or other tenants within the hotel are also within the scope of actual handover.

Taking over the tenant’s business: If the buyer will take not the building but the tenant’s business and become the tenant in its place, the assignment of the lease relationship must be set up separately. Under TBK Art. 323, the landlord’s written consent is required; the fact that, in business leases, consent cannot be withheld without just cause does not make it safe for the buyer to complete the transfer without obtaining approval. The sale of only the shares of the tenant company does not change the tenant legal entity; any change-of-control conditions are still examined. Continuation of the lease, security and necessary approvals are linked to the closing conditions of the sale agreement. TBK Arts. 310 and 323

Operating, management and brand agreements

An existing management or brand agreement may contain an approval, termination or payment obligation due to a sale, share transfer or change of control. In particular, it is determined which transactions the change of control provisions in the franchise and management agreements of international chains cover. The sale of the property may also be subject to a separate transfer/approval provision. Failure to obtain the necessary approval may give rise, depending on the contract, to a right of termination, the end of brand use or a payment burden tied to termination. The legal nature of an amount regulated as a “break fee” or under a similar name, and the conditions under which it can be demanded, are examined from the contract; it is not accepted that there is a statutorily mandatory termination compensation in every transaction. The loss of brand use is different from the loss of the hotel operating permit granted by public authorities.

If the buyer wishes to continue with the brand, continuation of the right of use; if it wishes to operate independently, ending the contract legally and economically, is assessed. Mandatory renewal commitments are reviewed only to the extent of the material burden the buyer will assume. The necessary brand or operator approval is linked to the closing conditions precedent.

Ownership of the hotel’s own brand: Whether the trademark right in the name and logo of an independent hotel belongs to the target company, to the selling partner or to a third party is investigated from TÜRKPATENT records and the relevant contracts. A trademark that remains outside the company is not acquired automatically through the purchase of company shares. If a trademark transfer or license of use is to be included in the sale, the form of transfer of the relevant right, the registry procedures and delivery are planned separately. Handing over the signage or the domain name does not, on its own, show the transfer of the trademark right. TÜRKPATENT: industrial property legislation

If the buyer will continue with an existing or new operator, merely approving the transfer of the brand does not amount to a sufficient contractual assessment. The owner’s budget and material investment approvals, the operator’s fees, audit of the accounts, reporting, evaluation of the agreed performance and the conditions for exit from the contract are addressed together. An industry adviser compares operating offers; the law firm ensures that these rights are set up in the contract in an enforceable form. These are not rights that exist automatically in every contract. CBRE: operator selection and owner-side operating oversight

In a share transfer, the contracting party continues as the same company; nevertheless, change-of-control provisions may apply. In a direct business transfer, it cannot be accepted that every contract passes automatically. The consent of the counterparty or a special statutory regime may be required for the assignment of a contract. The liability for debts under TBK Art. 202 and the assignment of contracts under Art. 205 are not the same subject. TBK Arts. 202 and 205

Significant agency agreements that bind existing reservations or the coming season, advances already received, and pre-emption or option rights relating to the sale are also determined. This review clarifies the rights and commitments with which the buyer can use the hotel.

Copyright licenses for music and broadcast use: Depending on the nature of the uses in the hotel’s common areas and rooms, the scope of the licenses obtained from right holders or the relevant professional unions and any unpaid fees are examined. As regards permits under FSEK Art. 41, it is determined whether the new operator can continue with the existing license. Fee and compensation claims relating to past unauthorized use are regulated in the contract, taking into account the different liability consequences of a share purchase and a business transfer. Security between the parties does not remove the right holder’s statutory claim. FSEK Arts. 41, 52, 68 and 80

9. Scope of the sale price and the relationship of debts to the price

It should be determined in writing whether the amount discussed as “the price of the hotel” covers the property, the company shares or the business, and which additional assets. The fact that the building, fixtures, stock, brand and reservations are held by different persons may change the total scope of the transfer.

In a share purchase, the company’s operating value — enterprise value — and the share price to be paid to the selling partner — equity value — may not be the same. Bank debts, available cash, partner receivables and other burdens accepted by the parties are included in the price calculation. The date of the accounts on which the price is based is expressly agreed. If the fixed-price method based on accounts at a specified date — locked-box — is chosen, the payments that may be made to the seller or related persons between that date and the transfer, and the value leakage that is not permitted, are defined. If the closing accounts method — completion accounts — is chosen, the calculation of the final adjustment on the basis of net debt, cash and the agreed working capital, and the objection and difference payment arrangement, are determined. These are contractual methods the parties may choose; there is no single mandatory price formula in every share sale.

An amount for debt repayment, the severance burden or a reservation advance should not be deducted again if it has already been taken into account in the price. Not every amount in the bank is free cash either; blocked accounts or advances against which services will be provided in the future are assessed separately.

Revenue data, renovation budget and working capital

Revenue in the sales presentation should be separated from verified operating revenue. The financial and hotel operations team compares historical revenue, expense and occupancy data covering the whole season with the accounting, bank, reservation system and significant agency records. The licensed and actually sellable room capacity is taken as the basis. The buyer’s forward-looking operating projection is separated from the seller’s statement of information about the past period. The legal team sets out in the contract which disclosure, statement of quality or security covers the data that affect the price. This does not mean that future profit is guaranteed by the seller automatically. Industry review: operating data and seasonal effect

Renovation cost and the purchase price should be seen together. The technical team sets out deferred maintenance and mandatory investments; the brand or operator team sets out the property improvement plan — property improvement plan / PIP — if there is one. The legal assessment links to the contract the feasibility of the work, its permits, who will pay, the completion date and the effect on existing reservations of the capacity that will be closed in the meantime. Investment required for the brand standard and safety expenditure that is a condition of the public activity are not of the same nature. Industry review: capital expenditure and brand relations

Post-transfer working capital should be planned separately. The sale price, taxes and transaction costs, mandatory renovations and the cash required in the first operating period should be seen as separate items in the same budget. The parties determine the available cash and working capital to be left in the business, and the funds the buyer will contribute in addition. In a share purchase, the existing money inside the company and, in an asset transfer, the funds to be transferred to the new operator are different. The operating budget and the price adjustment are calculated separately so that advances or debts are not counted twice. This is not a fixed capital ratio rule; it is planned according to the season, the transfer date and the operating model. Industry review: transition-to-operations budget

An unlicensed room, a right of superficies nearing expiry, an ongoing lease or a mandatory license cost may affect the price. However, not every problem that prevents the transfer or lawful operation can be resolved by a price reduction. The outcome of the legal review may require some matters to be resolved before payment and transfer.

10. VAT, taxation of sale gains and transaction costs

Tax assessment by transaction and by party

For the tax calculation, the right sold, whether the seller is an individual or an institution, the acquisition and sale dates, and the nature of the property or share are determined. The buyer’s cost and the amount the seller will be left with from the sale should be seen together.

VAT on the sale of property

The VAT regime on the sale of a hotel building differs from that on the accommodation service offered in the hotel. The contract should state whether the sale price is inclusive or exclusive of VAT; if an exemption is envisaged, its basis and conditions should be verified. The allocation of the additional price and tax risk that would arise if the exemption cannot be applied is also determined. VAT Law

The statement “every hotel that has stayed on the balance sheet for two years is sold without VAT” is not correct. For immovables held on the balance sheet of institutions before 15 July 2023, the earlier exemption provisions may apply under VAT Law provisional Art. 43, if the other conditions are also met. Immovables acquired from that date cannot benefit from the same old exemption merely because two years have passed. GİB 2026 exemption guide

The exemption relating to the building does not automatically extend to all furniture and stock sold. The integral parts of the property and independent equipment are separated. The fact that the buyer will be able to deduct VAT also does not remove the need to finance this amount at closing. VAT General Implementation Communiqué

Gains on a share sale and on a sale by an individual

The VAT exemption relating to the delivery of joint-stock company share certificates and the exemption relating to the sale of participation shares by institutions are different provisions. The sale of a limited liability company share is not automatically subject to the same share certificate regime. Whether the seller is an individual or a company, the legal nature of the share and the relevant conditions are examined. VAT Law Art. 17

In corporate tax, 25% of the sale gain on old immovables within the transitional scope, where conditions are met, and 50% of the gain on sales of relevant participation shares, where conditions are met, may be exempt. These are not tax rates applied to the sale price but the exempted portion of the gain. The period, collection and other conditions are assessed together. GİB 2026 exemption guide

If an individual sells a property in their personal assets within five years of acquiring it for consideration, a value increase gain may arise depending on the conditions; acquisition by inheritance or gift is assessed differently. However, the same result cannot be applied to a sale within the scope of commercial activity merely because five years have passed. Likewise, the provision on shares of fully liable institutions held for more than two years cannot be applied as is to every joint-stock or limited liability company share. The file of an individual seller and that of an institutional seller require separate tax assessments. Income Tax Law repeated Arts. 80–81 GİB: taxation of sales by individuals

Title deed fee, other costs and net price

In the sale of a property, the general title deed fee is 20 per thousand (2%) each for the buyer and the seller. The declaration is based on the real transfer price, which cannot be lower than the real estate tax value. Showing only the municipal value when the real price is higher is not a correct declaration. The parties’ sharing of the fee between themselves does not change the statutory liability. GİB: taxation of real estate purchases and sales

Because the sale of only company shares does not change the owner of the property, no title deed fee for the sale of a property arises for that transaction alone. Although share transfer documents benefit from a stamp tax exemption, separate transaction or security documents are examined according to their own nature. Law No. 488, table (2), IV/16

The proceeds collected by a company that sells a property are not directly the personal income of the partners. Distribution of the price to partners or its transfer abroad may have separate consequences. In a share sale, on the other hand, the price goes to the person or institution selling the shares. This distinction is necessary for a real comparison of the models presented to the seller. Corporate Tax Law

Separating existing incentives from new investment support

A tourism investment/operation certificate and an investment incentive certificate are not the same document. The support the hotel has used in the past, an ongoing incentive certificate and the support the buyer may apply for in the future for renovation or capacity increase are examined separately. Without determining the type of support, the right holder, the certificate date, the applicable regulation, the scope of expenditure and the application conditions, it should not be accepted that the purchase price will be reduced by a grant or a tax advantage. A tax exemption, a deduction, credit support and a grant also do not produce the same economic result. Investment Office: incentive types and instruments KTB: tourism certification procedures

In the existing incentive file, the support that has been used, incomplete investment and operating commitments, the completion visa if any, and open administrative acts are requested. The effect of the chosen share/asset transfer on the certificate, the supported assets and the obligations; whether a permit or certificate change is required; and the risk of withdrawal in case the conditions are breached are assessed under the relevant regulation. If a past risk is to be left with the seller, it is tied to the indemnification and security arrangement in the contract. A specific right to support should not be written into the buyer’s financing plan as certain income before it has been verified. Ministry of Industry and Technology: investment incentives

In the total funding requirement, taxes and fees in addition to the sale price, due diligence, bank, official transaction and, if any, brokerage costs are shown. Past operating taxes are also assessed in the debt review; the accommodation tax or tourism share is not confused with the tax on the purchase of the hotel.

11. Sale and transfer agreement: obligations, conditions precedent and security

A contract and legal form suited to the transaction model

The same contract is not sufficient for a property sale, a share transfer and the transfer of a commercial enterprise. A private agreement regulating the commercial understanding does not replace the official form and registration required for the transfer of ownership of an immovable. A promise to sell is also not a completed transfer of ownership. In share and business transfers, the relevant company law, form and registration rules apply separately. TBK Art. 237 TTK Notary Law Art. 61/A

The basic function of the contract is to convert the results arising from due diligence into who will do what, on which date and under which conditions. Writing the hotel’s address and the total price does not resolve debt, tenant, permit and handover matters.

Essential provisions of the contract

• Scope of the sale: Shares, parcels, rights, elements of the business and assets that will remain outside the sale; also whether digital assets and rights of use, such as domain names, social media and online travel agency (OTA) accounts and hotel management software (PMS) licenses, are included and whether they are transferable.
• Price and payment: Taxes, debt repayments, price adjustments, advances and, if any, the deferred part.
• Seller’s statements and undertakings: The disclosed status of ownership, debts, tax, employees, licenses and significant contracts.
• Resolution of known problems: Who will remedy a mortgage, demolition/license, allocation, tenant or past debt problem; and the consequences if it cannot be remedied.
• Conditions precedent to transfer: Necessary permits, counterparty approvals, available financing and the material steps required for handover.
• Liability and security: Allocation of a burden that emerges later, the scope of indemnification and the security that will secure its collection.
• Handover and exit from the transaction: The handover date and scope, and the parties’ rights if conditions are not met or in case of significant damage or breach.
• Protection of the transferred commercial value: If the customer base and commercial reputation of the business are also acquired, the seller’s non-compete obligation is considered where necessary. The term, geographic area and scope of activity should be set in connection with the transaction and in a proportionate manner; the compliance of the provision with competition law should be examined separately.

Preserving account access, past reviews and ratings on platforms such as Booking.com or Expedia is verified separately according to the platform’s terms. A rating or algorithmic ranking should not be described as a property right that the seller can alone guarantee will be transferred and continued. The permissions required for the transfer of accounts and software rights, the elements that cannot be transferred and their effect on the price are explained.

Separating a known risk from a burden that emerges later

Negotiation after due diligence is not merely a repetition of the price discussed at the outset. An identified debt, permit deficiency or contractual obstacle is turned into a price adjustment, work to be completed by the seller, a condition precedent to closing or a specific indemnification security. The agreed solution must appear in the final agreement and its annexes. In particular in a share sale, the extent to which the seller’s disclosure letter and the disclosure annexes limit the statements and warranties given is negotiated separately. Uploading a document to the data room and the express disclosure and assumption by the buyer of a specific risk should not be regarded as the same thing.

The seller’s statements and warranties define the agreed condition of the hotel or the company. Known matters such as a disclosed tax audit or a specific license violation, on the other hand, should be regulated separately. The sentence “all liability belongs to the seller” does not, on its own, explain how the risk will be remedied and how the buyer’s loss will be recovered.

In a share sale, it may not be sufficient for the warranties to relate only to the existence and transferability of the shares. The economic whole that the buyer wishes to acquire should be defined in the contract together with the ownership or right of use of the hotel, its lawful operation and the company’s liabilities. Whether the undertaking given creates a statement of quality or an independent guarantee or indemnity obligation for a specific risk may affect the applicable liability provisions. The scope of application of the defect provisions to a share transfer and the nature of the undertaking should not be accepted as the same in every contract. TBK Art. 112 and Art. 219 et seq. Doctrinal review of the legal nature of statements and warranties

The buyer’s learning of a problem during due diligence may also have legal consequences. TBK Art. 222 regulates separately defects known at the time the contract is concluded and defects that could have been seen through sufficient inspection; in the second case, the seller’s separate undertaking matters. For this reason, if the economic burden of a known tax, building or permit problem is to be left with the seller, it must be turned into a clear and enforceable obligation in the contract. Nor should every sharing of a document be regarded as an automatic waiver of rights relating to every risk. TBK Art. 222

The indemnification arrangement should show who will pay whom, and for which burden. A general breach of warranty is distinguished from a special indemnification debt assumed for a specific tax audit, license problem or past employment claim. It is regulated whether the loss arises in the buyer or in the target company, to whom the right to claim is granted, the applicable time and amount limits, how a third-party claim will be managed and how double recovery will be prevented. Notice periods and the duration of security are not the same concept as the statutory limitation period. A price reduction, direct repayment of the debt, a retention of the price or a bank guarantee is chosen according to the nature of the risk; the seller’s ability to pay and the condition under which the security will be released are also assessed separately. This agreement does not remove creditors’ statutory rights or mandatory public permits. TBK Arts. 26–27, 112 and 148

Provisions limiting liability also have legal limits. For example, under TBK Art. 221, if the seller is grossly negligent in a defective transfer, an agreement that removes or limits liability for the defect is absolutely void. For this reason, an amount or scope limit in the contract cannot be presented as an absolute result that protects the seller in every case. TBK Art. 221

The transaction not taking place and claims after the transfer

Whether the payment is an advance, earnest money or forfeit money produces different consequences; the word “deposit” (kapora) does not, on its own, determine the refund arrangement. Interference with the fulfillment of a condition contrary to the rule of good faith is also assessed separately. These distinctions ensure that one party’s right to withdraw from the transaction and the other party’s right to collect the price or claim its loss are balanced. TBK Arts. 112, 123–125, 170–178 and 219 et seq.

The period between signing and transfer, and dispute resolution

After signing, new borrowing, a significant contract amendment, removal of assets or damage to the facility may change the condition the buyer will take over. In this period, the protection of the business and the consequences of significant changes are determined. If conditions such as public approval or the tenant’s departure are not met, the waiting, refund and termination arrangement must be clear.

Takeovers of control that require Competition Board approval are assessed separately on the basis of the relevant current criteria. Not every hotel sale requires approval; a transaction that does require it must not be completed without it. Due diligence or transition preparation must not turn into the actual assumption of control without the necessary approval. The risk of premature joint pricing and commercial decisions between competing parties is assessed together with the information-sharing arrangement in Section 3. Competition Authority: merger and acquisition regulations Information exchange guideline

In an international transaction, the choice of applicable law and of court or arbitration is assessed. A foreign law or arbitration clause in the contract does not set aside the mandatory rules regarding real rights in a property in Türkiye or public permits. The choice should be made on the basis of the type of dispute that may arise and the enforceability of the decision. HMK Art. 408 MÖHUK

12. Completing the hotel sale: title deed or share transfer, financing and payment

Acquisition financing and separating existing debt

The loan the buyer will use and the existing loan of the seller or the target company are separate files. The money needed for the purchase may not become available until the bank’s conditions are completed. For this reason, if financing is needed, the loan and transfer conditions in the contract must be consistent with one another.

Continuation of the existing loan and the bank’s approval: The fact that the borrowing company remains the same in a share transfer does not mean that the existing loan will continue on the same terms. The change-of-control, asset sale, default and early repayment provisions in the loan agreement are examined. Whether the sale gives the bank the right to demand early repayment of the entire debt, and the required approval or contract amendment, are determined before closing. If there is a loan consortium or a financial restructuring, the applicable creditor decision-making arrangement is also included in this plan.

In the purchase of company shares, whether the target company provides financing or security to the buyer for the purchase of its own shares is examined, especially in a joint-stock company, under the financial assistance prohibition in TTK Art. 380. If a personal surety or security over the investor’s other assets is proposed, the burden assumed may exceed the limits of the hotel purchased. TTK Art. 380

If foreign funds or a price in foreign currency are to be used, the status of the parties, the contract and payment currency and the applicable foreign exchange rules are determined together. To the extent applicable, bank documents and payment documents for the title deed application are prepared in advance. Ministry of Treasury and Finance: foreign exchange legislation

Foreign Currency Purchase Certificate — DAB: In the acquisition of a property by purchase by a foreign individual, the currency exchange and DAB submission procedure announced by TKGM should be included in the payment plan. The certificate issued at the bank is matched with the buyer, property and sale price details; applicable exceptions and transitional conditions are verified on the transaction date. This certificate is not a document of the seller’s sale gain tax. The same procedure is not applied automatically to the purchase of the shares of a company in Türkiye or to every foreign-capital company transaction. TKGM: DAB in acquisitions by foreign individuals

Releasing mortgages and other security

In the sale of a mortgaged hotel, reliance is not placed merely on the seller’s statement “I will pay off the loan.” The payoff amount of the debt, the creditor bank’s conditions for lifting the mortgage and the payment to be made to the bank from the sale price are planned together. Payment of the debt and removal of the mortgage entry on the title deed are separate transactions.

In a share transfer too, the company debt, the property mortgage or the pledge over the shares does not end automatically. If the target company has provided security for other group companies, it is determined whether it will continue.

The seller’s release from personal sureties: Sureties given for company loans do not end automatically with the sale of shares. If the seller is to be released from this burden, the relevant bank’s written confirmation that the surety has ended or the condition under which it will be lifted is obtained and tied to closing. The buyer’s giving a surety as well does not, on its own, lift the seller’s surety; the creditor’s acceptance that releases the seller from the debt and the validity conditions of the new security must also be met. A clause between the parties that “the buyer assumes the surety” is not sufficient on its own against the bank. TBK Art. 132, Arts. 195–196 and Art. 581 et seq.

Sale transaction, title deed or share transfer and payment of the price

In a share purchase, the sale price is paid in connection with the transfer conditions of the relevant share; the title deed of the hotel remains with the owner company. The company approval, registry entry and MKK notification in the table do not serve the same legal function. For shares tracked in book-entry form that are subject to capital markets legislation, the special regime applies separately. TTK Arts. 11, 490–499, 594–598 MKK: bearer share registration system

The official form and registration conditions for the sale of a property and the transfer conditions for shares, which vary by company type, apply separately. For this reason, completion of the sale is determined not merely by the signing of the contract or a money transfer but by the transactions and records that the right to be acquired requires. TBK Art. 237 TMK Arts. 705–706 TTK Notary Law Art. 61/A

Closing account and distribution of the money

Before closing, a payment and settlement table showing who will pay what amount to whom and when which condition is met — a closing statement / funds flow — is prepared. Depending on the transaction model, the following items are separated:

The total funding requirement and the seller’s net proceeds are not the same amount. This table converts the price calculation in Section 9 and the tax distinctions in Section 10 into payment instructions; it must not lead to a debt or advance being deducted twice. The link between legal transfer, payment and release of security should be established together.

The payment mechanism should not be left in a form in which the buyer sends the money but cannot acquire the right, or the seller transfers the right but does not receive the price. A conditional payment through a bank, a suitable secure payment system or a blocked account arrangement established by contract is chosen according to the type of transaction. If several material parcels or separate rights are to be bought together, it is determined whether partial transfer will be accepted.

Systems such as Tapu Takas ensure, within their own scope and conditions, the link between the price and registration. It cannot be assumed that they separately secure company debts, licenses or the handover of the business. A conditional account called “escrow” likewise does not signify the same scope or a standard notary service in every transaction. Tapu Takas

Status as of 10 September 2026: The Ministry of Trade has announced that the date for bringing the Secure Payment System regulated for property sales into operation is 1 October 2026. The entry into force, scope and application should be checked again at the transaction date. This date and regulation should not be applied automatically to every company share or business price. Ministry of Trade announcement

In a sale on installments, the security for the remaining price, the consequences of non-payment and when the security will be lifted are also regulated separately. The effect on the price, the repair obligation and closing of significant damage occurring before the transfer is agreed.

Continuation of insurance cover upon a change of ownership: In property insurance, if the owner of the insured interest changes, the insurance relationship ends unless otherwise agreed. For this reason, in a direct sale of the building or equipment, it should not be assumed that the seller’s existing policy will continue to protect the buyer. The sale of only the company shares, on the other hand, does not alone change the company that holds the insured interest; the change-of-control and notification conditions of the policy, if any, are examined separately. For the period between closing and handover as well, it is clarified with the insurer for whose benefit and from when the cover will begin. Insurance that is mandatory by law is distinguished from cover that a loan/operating agreement requires or that is taken out voluntarily. TTK Art. 1470

13. Handover of the hotel, transition of operations and post-transfer obligations

Legal transfer and actual handover

A title deed or share transfer does not, on its own, show that the hotel has actually been handed over within the agreed scope. Along with the keys, control of the business, important records, rights and the usability of the assets within the scope of the sale should be ensured.

The list, ownership and important technical condition of fixtures and basic equipment are determined. Leased (finance lease) equipment or equipment belonging to a third party cannot be transferred as if it belonged to the seller. The remedy of missing or non-working essential equipment and its effect on the price are included in the handover arrangement. The scope and valuation basis on which stock will be settled are agreed.

Reservation advances and ongoing services

Reservations collected before the transfer but to be served after it, wedding or event advances and customer deposits are identified. Agency advances, seasonal room allocations/blocks and group reservations are also included in this account. Who received the money is matched with who will provide the service; on which party the commission, cancellation/refund and, if any, compensation obligations will remain is determined. Otherwise, the buyer may take on a service for which it did not collect the price, and the seller may remain liable for a service it thinks it has transferred.

In a share transfer, the money and the contract may remain in the same company; in that case the issue is that the company’s real cash and liabilities are correctly taken into account in the price. In a business transfer, how reservations, advances and obligations toward customers will pass is regulated separately. The same handover account cannot be used for the two transactions. Between transferring the advance to the buyer and setting it off against the price, a method suited to the transaction structure is chosen; the same amount is not counted twice.

Handover record and work to be completed

The handover record shows the main assets handed over, the settlement, the essential outstanding work and those responsible. The license and certificate procedures, the software or brand use rights needed for the business, and the continuation of basic services are followed up.

Guest data and the customer database: A transaction in which only the shareholders change and the same company remains the data controller differs from the transfer of data to another operator. Taking over the shares does not give the buyer or group companies an unlimited right of access to guest data. Domestic transfer to a new operator requires a legal basis under Law No. 6698 Art. 8 and, depending on the type of data, Art. 5 or 6. The information needed to perform an ongoing reservation and the acquisition of the entire archive of past guests for marketing purposes cannot be assessed within the same scope. If a legitimate interest is relied upon, necessity and the balance with the fundamental rights of the data subjects must be shown concretely. KVKK: domestic transfer KVKK: data processing conditions

The scope of data that may be transferred, the purpose, retention period, and the information and security responsibilities are determined in the handover arrangement or in a data transfer protocol. The protocol does not replace a missing legal basis. If there is a transfer to the headquarters of a foreign chain, to a service provider abroad or by access from abroad, the conditions for transfers abroad under Art. 9 are assessed separately. KVKK: guide on transfers abroad

Preserving the rights agreed for past debts and violations that were unknown at handover, and following up after closing on any price adjustment, release of the retained price and the seller’s continuing obligations, are part of the work. Acceptance of the handover should not be regulated so as to mean an unlimited waiver of all past liabilities.

Post-transfer management, human resources and operational transition

The transition plan is prepared before handover; who will make the operating decisions and who will manage the staff and contracts after the transfer are determined. In a share transfer, the continuation of the existing company and employer is distinguished from the business passing to another employer. It is not accepted that new contracts will be made with all employees, or that seniority will be reset, merely because the shares are sold. Employee obligations are handled under the regime explained in Section 7. Labor Law Art. 6

If the seller or former operator will continue to provide accounting, a reservation system or similar services for a period, a transitional services agreement / TSA, whose scope, term, fee and liability are specified, may be used. A permit that is a precondition for completing the transfer or starting operations cannot be left until after the relevant stage. The aim is not to leave a gap in responsibility between the legal transfer and actual operational management.

14. The seller’s preparation, transaction coordination and legal advice

Preparation of an individual owner, a company and a share seller

The seller must first determine what it is able to sell. An individual owner sells their property, a company sells its own asset, and a partner sells the share they hold. Being a partner in a company does not give the authority to sell the company’s hotel property as if it were personal property. Whether shares or assets will be sold, the person who will collect the price, the company resolutions and tax are clarified at the outset.

In the preparation, the title deed and rights documents, the zoning/license file, debts, employee burdens, tenants and key contracts are brought together. Honest and documented disclosure of known significant problems, resolving remediable deficiencies in advance and separating the elements included in the sale strengthen the negotiation.

For the seller, the buyer’s payment capacity, financing conditions, the duration of the preliminary discussions, the protection of commercial information and post-sale obligations are important. Alongside collection of the price, release from past sureties and security should also be assessed. The sale of the company or of the share does not automatically end the personal surety the seller gave to the bank.

Duties of the professional transaction team and legal coordination

In a hotel purchase, different specialties contribute to the same transaction decision. In international hotel advisory too, buy-sell brokerage, valuation, financing and project services are offered as separate fields of work. The scope of the services should be determined in the engagement agreement. CBRE: hotel transactions and capital markets services

Professional process management covers setting a common timetable for these works, presenting important findings to the parties for decision and ensuring that the agreed solutions are carried into the contract and closing. The investment and price decision belongs to the buyer; the legal team shows with which rights and obligations the decision can be implemented. In a cross-border transaction, the duties of the legal team in Türkiye and of the legal and tax advisers in the investor’s country are also determined within this framework.

At what stage and how can Güneş & Güneş Law Firm join the process?

Founded in 1999, Güneş & Güneş Law Firm, with 27 years of professional experience, may, depending on the scope of the engagement, act as Turkish transaction counsel and as coordinator of the Türkiye transaction team. While carrying out the client’s legal representation, it may coordinate the timetable and interdependent conditions of the work to be carried out with the legal and tax advisers in the client’s own country, with financial and technical experts in Türkiye, and with the bank, the seller and the operator. The legal groundwork, from the transaction model to the transition after handover, may be built within this scope.

For example, in discussions that a company in the United States has begun directly with a hotel in Türkiye, the firm may review the existing understandings, take over the legal work in Türkiye and pass to the headquarters team the matters that require a decision. Financial assessment, technical review and day-to-day hotel management are carried out by the relevant specialists; the contractual, permit, closing and liability consequences of this work are brought together within the legal coordination.

At what point is a person- and transaction-specific legal assessment needed?

At the end of legal due diligence, the reader should not be left with only a list of problems. The condition on which it is possible to proceed, which burden will be taken into account in the price, which matter must be resolved before the transfer, and in which case it is appropriate to change the transaction model should be set out in an understandable way.

For the first assessment, the identity of the buyer and the seller, the title deed or rights information of the hotel, the operator’s status and any existing offers/contracts form a sufficient start. Once the stage reached is determined, the required document list, scope of work and transaction timetable are prepared.

Legal bases and scope of the guide

For share, company and business transactions, the Turkish Commercial Code and the Turkish Code of Obligations; for ownership and rights of use, the Turkish Civil Code, the Title Deed Law and the relevant allocation regulations; and for the conformity of the structure and the activity, zoning and tourism legislation are taken as the basis. For debts and employees, the relevant provisions on public receivables, social security and labor law; and for transaction taxes, the tax regulations suited to the seller and the transaction model apply together. The relevant sources are linked alongside the explanations.

A statutory provision, an administrative explanation of practice and a court decision serve different functions. Doctrinal assessments are used to explain differences of opinion; they are not presented as law or as a definitive result that applies to all transactions. The numerical examples in the guide are for illustration and do not refer to a completed client transaction.

This guide provides general legal information. Whether a hotel can be bought, or whether a contract is safe, is determined by examining the concrete documents, current official records, provisions in force and, where necessary, court decisions together. Date-dependent tax and administrative practices should be re-verified at the date of the transaction.

Sources

• Ministry of Culture and Tourism: transfer of certificates; KTB: certificate transfer and operator endorsement: yigm.ktb.gov.tr
• Turkish Commercial Code; TTK Arts. 490–499 and 595; TTK Arts. 134–194 and 408; TTK Arts. 408, 418 and 538; TTK Arts. 12, 329 and 573; TTK Arts. 329 and 573; TTK Arts. 376 and 633; TTK; TTK Art. 380; TTK Arts. 11, 490–499, 594–598; TTK Art. 1470: mevzuat.gov.tr
• Turkish Code of Obligations; TBK Arts. 1, 12, 19 and 237; TBK Arts. 177–178 and 237; TBK Arts. 40–41, 504 and 520–523; TBK; TBK Art. 202; TBK Art. 310; TBK Arts. 339 and 357; TBK Arts. 310 and 323; TBK Arts. 202 and 205; TBK Art. 237; TBK Art. 112 and Art. 219 et seq.; TBK Art. 222; TBK Arts. 26–27, 112 and 148; TBK Art. 221; TBK Arts. 112, 123–125, 170–178 and 219 et seq.; TBK Art. 132, Arts. 195–196 and Art. 581 et seq.: csgb.gov.tr
• MKK: transfer of bearer shares; MKK: bearer share registration system: mkk.com.tr
• Official acquisition explanations under Title Deed Law Arts. 35–36; Explanations on official foreign acquisition and representation documents: invest.gov.tr
• Corporate Tax Law: mevzuat.gov.tr
• UNIDROIT Principles 2016: unidroit.org
• Competition Authority: assessment of information exchange; Information exchange guideline: rekabet.gov.tr
• Turkish Civil Code; TMK Arts. 1023–1025; TMK Art. 826 et seq.; TMK Arts. 797 and 806; TMK Arts. 828–829; TMK Arts. 705–706: csgb.gov.tr
• Tourism Encouragement Law No. 2634: mevzuat.gov.tr
• Regulation on the allocation of public immovables to tourism investments: teftis.ktb.gov.tr
• Coastal Law: mevzuat.gov.tr
• Law No. 2863: mevzuat.gov.tr
• Law No. 5686: mevzuat.gov.tr
• Condominium Law: mevzuat.gov.tr
• Zoning Law Arts. 32 and 42: webdosya.csb.gov.tr
• Administrative Procedure Law Art. 27: mevzuat.gov.tr
• Law No. 6306 Arts. 3–6: kdb.gov.tr
• Sales and service regulation Arts. 5, 13 and 14: tarimorman.gov.tr
• Regulation on Business Opening and Operating Licenses: mevzuat.gov.tr
• Regulation on Fire Protection of Buildings: mevzuat.gov.tr
• Environmental Law; Environmental Law Arts. 10–11: mevzuat.gov.tr
• KTB: Circular 2026/2: yigm.ktb.gov.tr
• Law No. 6183 Art. 35 and repeated Art. 35: mevzuat.gov.tr
• VUK Art. 10: mevzuat.gov.tr
• Decision published in the Official Gazette of 20.06.2019: resmigazete.gov.tr
• Law No. 5510: mevzuat.gov.tr
• Real Estate Tax Law: mevzuat.gov.tr
• İİK Art. 277 et seq., 297: mevzuat.gov.tr
• Law No. 4857 Art. 6; Labor Law Art. 6: csgb.gov.tr
• Law No. 1475 Art. 14: csgb.gov.tr
• TÜRKPATENT: industrial property legislation: turkpatent.gov.tr
• CBRE: operator selection and owner-side operating oversight: cbre.com
• FSEK Arts. 41, 52, 68 and 80: telifhaklari.ktb.gov.tr
• Industry review: operating data and seasonal effect: turkergunak.com
• Industry review: capital expenditure and brand relations: nytmco.com
• Industry review: transition-to-operations budget: aykutbakay.com
• VAT Law; VAT Law Art. 17: mevzuat.gov.tr
• GİB 2026 exemption guide: cdn.gib.gov.tr
• VAT General Implementation Communiqué: cdn.gib.gov.tr
• Income Tax Law repeated Arts. 80–81: mevzuat.gov.tr
• GİB: taxation of sales by individuals; GİB: taxation of real estate purchases and sales: cdn.gib.gov.tr
• Law No. 488, table (2), IV/16: mevzuat.gov.tr
• Investment Office: incentive types and instruments: invest.gov.tr
• KTB: tourism certification procedures: yigm.ktb.gov.tr
• Ministry of Industry and Technology: investment incentives: sanayi.gov.tr
• Notary Law Art. 61/A: mevzuat.gov.tr
• Doctrinal review of the legal nature of statements and warranties: erdem-erdem.av.tr
• Competition Authority: merger and acquisition regulations: rekabet.gov.tr
• HMK Art. 408: mevzuat.gov.tr
• MÖHUK: mevzuat.gov.tr
• Ministry of Treasury and Finance: foreign exchange legislation: hmb.gov.tr
• TKGM: DAB in acquisitions by foreign individuals: tkgm.gov.tr
• Tapu Takas: taputakas.com.tr
• Ministry of Trade announcement: ticaret.gov.tr
• KVKK: domestic transfer: kvkk.gov.tr
• KVKK: data processing conditions: kvkk.gov.tr
• KVKK: guide on transfers abroad: kvkk.gov.tr
• CBRE: hotel transactions and capital markets services: cbre.com