Which Risks Should Be Separated Before an Investment?
Buying the real estate, leasing the facility and taking over the shares of the operating company create different risks. What is purchased and the permits and debts that are taken over are not the same. In a legal review, ownership and right of use, licensing status, key contracts, lawsuits and employee obligations are assessed together. Where financial and technical review is needed, coordination is established with the relevant experts.
Legal structuring of tourism investments
- Establishing the legal framework of the investment in terms of the company, real estate, financing, operating and brand model
- Legal review of hotels, holiday villages, apart hotels, campsites, tourism complexes, wellness facilities, themed facilities and other tourism investments
- Coordinated assessment of title deed, encumbrance, zoning, license, allocation, lease, incentive, contract and lawsuit records before the investment
- Arranging the responsibilities among the investor, property owner, contractor, operator, brand owner and financing institution
- Aligning the investment timeline with the administrative application, contract, construction and opening-for-operation requirements
Public land allocation, tourism incentives and investment certificates
- Legal review of the announcement, specification, application and contract processes for allocating public real estate to tourism investments
- Assessing eligibility, financial obligations, security, investment period, capacity and conditions of use before allocation
- Transfer of the allocation, changes in the company’s shareholding structure, term extensions, additional areas and changes to the investment program
- Disputes over the allocation fee, revenue share, security, investment obligation, cancellation and withdrawal
- Assessing the tourism investment certificate, incentive elements and related investment permits for the specific project
Hotel lease, operating, management and franchise agreements
- Preparing and negotiating hotel and tourism facility leases and revenue-based rent models
- Hotel management, operating, technical services, brand, franchise, license and reservation system agreements
- Operating term, management and incentive fees, budget, performance test, the owner’s approval rights and key personnel provisions
- Furniture, hardware and equipment investments; responsibilities for the renovation budget, fixtures, maintenance, insurance and capital expenditure
- Assignment of the contract, change of control, default, step-in rights, termination, handover and winding-up of the operation
Purchase, sale and transfer of hotels and tourism facilities, and legal review
- Legal review aimed at acquiring the real estate of a tourism facility or the shares of the company operating the facility
- Reviewing the risks relating to title deed, zoning, building, license, tourism certificate, allocation, lease, environment, labor, tax, lawsuits, insurance and key contracts
- Identifying the transfer and change-of-control provisions of the operating license, tourism certificate, allocation or contracts
- Preparing the share or asset sale agreement, representations and warranties, indemnification provisions, closing conditions and security
- Creating a transition plan after the transfer for operational continuity, personnel, reservations, brand, supply, data and licenses
Zoning, construction, coastal, protected-site and cultural property permits
- Reviewing the tourism investment in terms of the zoning plan, plan notes, building conditions and use decisions
- Legal processes concerning the construction permit, project amendments, renovation, reinforcement, occupancy permit and the projects annexed to the permit
- Assessing restrictions relating to the coast, shoreline, national parks, forests, pastures, agricultural land, natural or archaeological sites and cultural property
- Applications for permits and decisions of the conservation board, the municipality, the ministry and other competent authorities
- Administrative applications and lawsuits against zoning fines, construction stop reports, demolition, cancellation of permits and planning decisions
Legal aspects of taxes, incentives and financial obligations
- Legal assessment of the tourism investment and its operation in terms of taxes, fees, funds, the tourism share and the accommodation tax
- Tax-related contractual provisions on allocation, lease, management, franchise, commission, foreign currency and cross-border payments
- Coordination with financial advisors in disputes concerning investment incentives, exemptions, VAT practices and financial obligations
- Tax audits, assessments, penalties, payment orders, seizure and related administrative or judicial applications
- Assessing, together with the relevant experts, the risks of double taxation, permanent establishment, withholding tax and transfer pricing in international operating structures
International tourism transactions and foreign investors
- Tourism investment in Türkiye by foreign investors: company formation, joint ventures, facility acquisition and operating models
- Cross-border agreements with a foreign brand, hotel management company, travel agency or tour operator
- Assessing the governing law, jurisdiction, arbitration, contract language, tax, foreign exchange, data transfer and sanctions provisions
- Multilingual legal services in Türkiye-related tourism disputes of persons or companies abroad
- Coordination with authorized professionals in the relevant country on matters requiring a transaction abroad or a local law opinion
Do Not Look Only at the Price and the Term in the Contract
In management and franchise models, it must be clear who approves the budget, and what applies to capital expenditure, brand standards, performance measurement, insurance and the transition after termination. Provisions on foreign currency, taxes and payments abroad are assessed on the basis of the parties and the structure of the transaction; there is no single foreign currency or tax rule that can be applied to all tourism contracts.
In a transfer file, permit and contract approvals are treated as conditions to closing. How reservations, advances, personnel, digital accounts and guest data will be transferred at closing is planned. Allocating past-period debts in the contract does not automatically remove the rights of public bodies or third parties.
Our Approach to Your File
In the initial review, we identify the structure of the transaction, the missing documents and the permits that affect closing. We prioritize the contract risks and explain the options for negotiation, security and post-transfer responsibilities.
Based in Antalya, with a Türkiye-Wide Connection
Güneş & Güneş Law Firm was founded in Kemer in 1999 and has been based in Antalya since 2007. Tourism transactions throughout Türkiye are planned according to the jurisdiction, document and representation requirements of the file. With communication available in Turkish, English, German and Russian, files with a Türkiye connection of persons and companies abroad can also be assessed.
Information Needed for the First Consultation
Briefly state the type of activity or dispute, the location of the facility, your capacity as a party and your request. Prepare the contract, license, decision and notification records. Report any upcoming transaction, travel or application date at the first contact. File-specific documents, secure sharing and the method of representation are clarified during the consultation.