Buying or leasing a tourism facility does not, by itself, give you the right to operate that facility under its existing licenses and certificates. First, it must be determined whether the transaction is a sale of immovable property, a transfer of a commercial enterprise, a transfer of company shares, a lease or a management agreement. Then the land registry record and right of use, the business opening and operating license, the tourism certificate, the operator record and past debts must be reviewed in the same transaction file. In a safe transfer, payment of the price is made conditional on the necessary permits and on actual delivery.
In particular, the limitation introduced in 2026 on the transfer of simple accommodation certificates, the exception concerning the condominium ownership status of some older facilities, and the entry into force of the Constitutional Court's annulment decision make it necessary to reassess contracts used in previous years. This article explains the main legal issues of transfer and lease in hotels, guesthouses, rural tourism facilities, campgrounds, mobile home facilities and similar businesses, on the basis of the regulations and decisions accessed as of October 12, 2026. The certificate type and the immovable property status of each facility are determined from its own file.
What is actually being bought in a tourism facility transfer?
The immovable property, the business and the company are different things
The building of a hotel may belong to one person, the fixtures inside it to the operator and the brand to another company. The person shown on the tourism certificate and the operator on the municipal license may also be different. The statement “I am transferring the entire hotel” does not by itself bring these different rights together. The subject matter of the contract, the identity of the right holder and the elements to be transferred should be shown in its annexes.
| Transaction model | Core value acquired | Priority legal review |
|---|---|---|
| Sale of immovable property | Land, building or independent unit | Title deed, encumbrances, zoning and existing lease |
| Transfer of a commercial enterprise | The business as a whole that allows the activity to continue | Scope of transfer, registry, debts and permits |
| Transfer of company shares | Partnership in the company that operates or owns the facility | The company's entire history and the change of control |
| Lease of the facility | The use and operating opportunity under the contract | Type and term of the lease, certificate and delivery conditions |
| Management agreement | The agreed management service and powers | Operator status, representation and accountability |
A sale of immovable property, if made independently, is subject to the official form and registration rules for the transfer of immovable property. Where the business leases the immovable property, the business can be taken over without buying the building. Even when the building is bought, the existing lease does not disappear automatically; under Article 310 of the Turkish Code of Obligations No. 6098 (TBK), the new owner as a rule becomes a party to the lease. A “delivery free of tenants” undertaking in the sale contract does not remove the tenant's statutory rights. [1]
The transfer of a commercial enterprise as a whole is subject to the special provision of Article 11/3 of the Turkish Commercial Code No. 6102 (TTK). The law provides for a written contract and registration and announcement in the trade registry, and permits the asset elements subject to the transfer to be transferred together without separate dispositive acts. This special route should not be confused with the sale of a building alone. Determining the immovable property, trademark and other registered rights included in the transfer and updating the relevant registries are followed up separately. [2; 3]
In a share transfer, the company continues to exist. The company that owns, leases or holds the certificate for the hotel may remain the same legal entity; what changes is its shareholders. In return, the company's old tax, employment, reservation, credit and litigation risks also remain within the company. The share buyer economically assumes not only the visible building but also the company's financial history. Personal liability as a shareholder is assessed separately according to the type of company and the special rules on the debt concerned. [2; 16]
The name of the contract and the description on the invoice are not enough
If employees, customer relations, the business name, the reservation system and the operating arrangement are transferred together under the heading “sale of fixtures,” the real content of the transaction is examined as a business transfer. By contrast, the sale of a single vehicle or a few pieces of furniture does not in every case mean the transfer of the entire business. The continuity of the activity and the function of the transferred elements are what matter.
The form and company approval rules for the transfer of shares in a limited liability company differ from those for the transfer of shares in a joint-stock company. In a limited liability company, the written form under Article 595 of the TTK, notarization of the signatures and, depending on the articles of association, approval by the general assembly are considered; in a joint-stock company, the type of the share and the restrictions on transfer are considered. The registry directorate's list of transactions, the articles of association and the share records should be checked together. [2; 27]
If a merger or acquisition results in a change of control, a competition law review is also required. Not every small facility transaction requires notification; the nature of the transaction and the current turnover thresholds are assessed. A closing condition is included in the contract to prevent a transaction subject to notification from being implemented prematurely. [26]
How do the tourism certificate and the business license pass to the transferee?
Documents relating to the same facility serve different legal functions
The tourism certificate shows the facility's position under tourism legislation, while the business opening and operating license concerns the competent authority's licensing of the business's activity. The building permit and the occupancy permit relate to the status of the structure under zoning law. The existence of one does not generally cure the absence of another. [4; 5]
| Record or document | Question to ask in a transfer | Step to be completed |
|---|---|---|
| Title deed or right of use | Does the transferor really have the power of disposal? | Verification of rights and encumbrances |
| Business opening and operating license | Is the actual operator the person named on the license? | Relevant license procedure for the new operator |
| Tourism operation certificate | Is the certificate holder or the operator changing? | Certificate transfer or an appropriate operator annotation |
| Simple accommodation certificate | Is the transaction within the scope of the special transfer ban? | Legal review specific to the type of certificate |
| Building and occupancy documents | Do the existing areas conform to the approved project? | Check of project, use and violations |
| Allocation or right of superficies | Is there a permit, term or change-of-control condition? | Procedures before the competent authority and under the contract |
When can a business license be reissued?
Article 8 of the Regulation on Business Opening and Operating Licenses provides that, where the business is transferred without any change in the licensed field of activity, area of activity and address, a license is issued again in the name of the new operator on application, on the basis of the existing file. However, a new license cannot be issued until violations of the legislation relating to the physical condition or the file that stem from the operator's fault have been remedied. The existence of a current license does not mean that violations are insignificant for the new operator. [4]
The same article states that no new license is issued because a partner is admitted or a partner leaves. However, this provision does not allow another legal entity's actual takeover of the business to be presented as a mere change of partners. The operator, the tax identification number, the contracts and the actual management are compared with one another. For the death of the business owner, an adaptation in the name of the heirs is provided for; a change of address, on the other hand, requires licensing anew. [4]
In practice, a copy of the license file should be obtained before the application, the capacity and field of activity should be matched with the actual situation, and the authority's letters on deficiencies should be requested. A period provided in the legislation for a specific procedure should not be taken as a general “period for operating without a license” applicable to all transfers.
Transfer of the tourism certificate and an operator annotation are not the same procedure
In the Ministry of Culture and Tourism's explanation of certificate transfers, the intention of the former and new certificate holders matters for the transfer of a tourism investment certificate, while for the transfer of an operation certificate the relevant documents, including the business opening and operating license issued in the name of the new person, matter. In an operator annotation, the certificate holder is preserved and the record of a separate operator is made. Applications are conducted through the Ministry's electronic application system. [7]
Article 13 of Communiqué No. 2019/1 regulates a change of company name or type, the main activity operator, sub-unit operators and the transfer of a certificate as separate situations. The operator/tenant annotation for the main activity and the operator record for a restaurant or another sub-unit cannot be subjected to the same conditions. In special facilities, special accommodation and gastronomy facilities, a transfer or a change of the main activity operator may in addition require an on-site inspection and review by the Evaluation Board. [6]
The Communiqué provides three months for certain missing documents and thirty days for completing missing documents after a specified administrative fine. There is also a separate sanction and time-limit mechanism where a different operator is found without an application. Which time limit is running must be understood from the legal basis of the letter on deficiencies. The time limits cannot be used in place of one another; nor can the special transfer ban for the simple accommodation certificate be circumvented through these general procedures. [6; 8]
Article 33/f of Law No. 2634 attaches a sanction to the transfer, lease or handing over to an operator of an investment or of the whole of a business without informing the Ministry. Receipts of notifications and applications should be kept in the transaction file. The initial fine amount, the annual revaluation and the facility-type provisions in the text of the law must be applied; the amount cannot be used as the amount payable for the year of the transaction without doing so. [28]
The license exception of older certified facilities may be lost on transfer
Provisional Article 1/3 of the Regulation on the Characteristics of Tourism Facilities provides that some tourism operation certificates issued before the entry into force of the older laws indicated take the place of a business license. However, for those facilities that are not otherwise documented by a business license, a business opening and operating license is required where there is additional construction, a change of certificate holder or a change of the main activity operator. The explanation “it has been operating for years with only a tourism certificate” therefore does not on its own prove the position after the transfer. [5]
What does the 2026 transfer ban on the simple accommodation certificate change?
The sale and lease plan should be rebuilt according to the type of certificate
Under Article 7/8 of the Regulation, as amended by the amendment published in the Official Gazette No. 33352 of August 26, 2026, a simple accommodation tourism operation certificate cannot be transferred for reasons other than a disposition upon death or succession by inheritance. If a violation is found, the governorship is to act under Article 34/1-e of Law No. 2634. This limitation entered into force on the date of publication. [8; 9]
The ban is not a general rule prohibiting the transfer of all tourism operation certificates. It is specific to the simple accommodation certificate. Nevertheless, when leaving the business to a new person is planned in a facility with a simple certificate, a promise such as “the certificate is included in the price” cannot be regarded as legally reliable. Which certificate the new person can obtain, and on what conditions, must be investigated in advance; it cannot be assumed that a new application right for a simple certificate is open to everyone.
The transfer of company shares is also assessed separately. If the company holding the certificate remains the same, not every share transfer is automatically a certificate transfer. By contrast, the passing of the actual operator to another person, the conditions of the allocation or company-specific notification obligations are examined separately. This distinction does not mean that a transaction can be made in appearance to circumvent the ban.
The November 1, 2026 obligations affect the transfer budget
Sub-paragraphs (a), (b), (c), (d), (e) and (f) of Article 8/A added by the amendment enter into force on November 1, 2026. For these provisions on reception, food storage, first aid, the pool and room equipment, there is a compliance obligation deferred to a later date as of October 12, 2026. Sub-paragraph (ç) on cleaning, maintenance and pest control, however, is not among the deferred sub-paragraphs. Like the transfer ban, this sub-paragraph entered into force on August 26, 2026. [9]
For example, the cost of pool staff or room equipment to be met after the transfer may not appear in the seller's past expense tables. In the investment calculation, the current situation, the conditions that will enter into force and the renewal cost should be shown in separate columns. The fact that a certificate was issued in the past does not eliminate future compliance costs.
How does the Constitutional Court's annulment decision affect the transfer file?
Annulled rules should be separated from powers that continue
The Constitutional Court's decision of October 17, 2024, E. 2021/100, K. 2024/174 was published in the Official Gazette No. 32851 of March 24, 2025. The annulment provisions addressed there entered into force on December 24, 2025, at the end of a nine-month postponement. The decision also affects the mechanism of cancellation of activity and license in Article 5/7 of Law No. 2634, Article 5/10 and the third and fourth paragraphs of Provisional Article 11. [10]
The Court assessed the failure to set out a statutory framework for the relevant certification conditions in light of the principles that freedom of enterprise and the right to property may be restricted only by law. It also examined the infrastructure contribution rule in Article 5/10 against its own constitutional criteria. This decision does not mean that all of the Ministry's powers of tourism certification and inspection have ended. The obligation to obtain a certificate must be separated from the annulled chain of sanctions. [10; 28]
Indeed, Article 5 of Law No. 2634 contains provisions requiring accommodation businesses that have been issued a business license to obtain a tourism operation certificate within six months of the license date, and requiring accommodation businesses whose certificate has been cancelled to obtain a certificate again within six months of notification. The continuation of these obligations does not mean that the consequence of automatic license cancellation under the annulled Article 5/7 can be applied as it stood. [28]
How is a facility with a past closure decision reviewed?
If the tourism certificate or business license of the facility to be transferred was previously cancelled, it is not enough to find out only the outcome of the decision. The date of the act, the article on which it was based, its notification, whether an action was filed, any stay of execution and the status of finalization are reviewed together. The annulment of a norm does not automatically remove every earlier individual act. On the other hand, it may also be objected that an annulled rule is being used as if it were still in force today.
The existence of the 2026 simple accommodation regulation and a possible judicial debate about the statutory basis of that regulation are separate matters. The earlier Constitutional Court decision did not automatically annul a regulation provision issued later. The transaction plan should be built on the rule in force; if there is an allegation of unlawfulness, it should be raised before the appropriate court. The contract should not turn the outcome of a possible lawsuit into a firm promise of a permit.
Is a hotel lease a roofed commercial premises lease or a produce lease?
The distinction between a building suitable for operation and a revenue-generating business as a whole
In a hotel lease, the title of the contract alone is not decisive. Is a building being leased, or an established organization that generates revenue when operated? The equipment, the customer base, the right to operate, the license status and the operating obligation assumed by the parties are assessed together. TBK Article 357 places at the center of a produce lease (ürün kirası) the use of a thing or right that yields produce and the obtaining of its produce. Fixing the rent as a flat amount does not by itself exclude a produce lease; nor is calculating it on turnover sufficient on its own. [1]
In İlhan Helvacı's legal opinion on hotel leases, a five-star facility leased together with its operating licenses and with the obligation to operate it while preserving its character as a hotel was assessed as a produce lease. This view rests on the examination of a specific contract; it is neither an automatic classification applicable to all hotels nor a court decision. [24]
In a model in which the license cannot be transferred under special legislation, the discussion of a produce lease cannot be built on the assumption that the license passes automatically through the contract. The nature of the contract in private law and the operator's permit status in public law are separate questions. The parties' writing “it is a produce lease” also does not, where necessary, prevent the application of the mandatory provisions on roofed commercial premises.
| Subject | Residential and roofed commercial premises lease regime | Produce lease regime |
|---|---|---|
| Period in default of rent | At least 30 days under TBK Article 315 | At least 60 days under TBK Article 362 |
| End of a fixed term | System of extension and termination in TBK Article 347 | End of term in TBK Article 367; tacit continuation is assessed separately |
| Rent increase and determination | TBK Article 344 and related conditions | The same provision does not apply automatically |
| Operation and maintenance | The contract and the lease provisions that apply | The operation and preservation obligations of a produce lease |
The periods in the table relate to default on rent; they do not apply to every ground for eviction or termination. Adjustment, defects, just cause and the determination of rent are different legal institutions and should not be used in place of one another. [1]
An existing tenant transferring the business
Under TBK Article 323, the transfer of a lease relationship requires the written consent of the landlord; in business premises leases, consent cannot be withheld without just cause. How the provision of TTK Article 11/3 on the right of tenancy in a business transfer and this rule are applied together is debated in the doctrine. For transaction security, obtaining the landlord's express written participation is more predictable than trying to resolve this debate later in an eviction lawsuit. [1; 2]
In a three-party text, the new tenant, the start date, existing debts, security, the position of the former tenant and the lease term must be stated expressly. It should not be left uncertain whether the statement “I agree to take over the business” means consent to the lease relationship and a release from the old debts. A sublease, a transfer of the lease relationship and a management service are different; whether the former tenant remains a party is specifically shown.
In a business premises lease, the transferring tenant's joint liability under TBK Article 323 lasts until the end of the contract and for at most two years. This period does not have the same starting point and scope as the TBK Article 202 period for business debts. [1]
How should rent, foreign currency and investment expenses be regulated?
The contract should separate fixed rent from the turnover share; define which collections enter turnover, refunds, platform commissions, taxes, currency conversion and the audit method. Maintenance and structural renovation, fire precautions and optional decoration should not be loaded onto the same budget in an unclear way. Approval of expenditure, who will own the investment and the calculation of the unamortized portion on early termination should also be written down.
Article 8/4 of Communiqué No. 2008-32/34 is important for the foreign currency exception regarding the lease of accommodation facilities certified by the Ministry for the purpose of operating them. The explanation of the Ministry of Treasury and Finance also addresses the leasing of the relevant commercial sub-areas for the purpose of operating them. However, saying “tourism business is being carried out” is not enough for every contract; the certificate, the parties and the type of transaction are matched. Being able to set the price in foreign currency does not grant an exemption from all mandatory rules of the applicable lease law. [12]
What transfer obstacles should be investigated regarding land, structures and public allocation?
The land registry review should be combined with actual use on site
The land registry record is assessed together with mortgages, attachments, easements, usufruct, lease annotations, and lawsuit and injunction records. Not each of these prevents the sale in the same way; but they may affect use, financing, forced sale or delivery risk. Which record will be removed at closing and which burden will be accepted by taking it into account in the price must be determined one by one.
Comparing the approved project with the actual situation is critically important. Not all of the room count, pool, terrace, extra bungalow, restaurant or car park shown in marketing may be covered by the existing permits. The technical review should not be limited to a tour of the building independent of the legal file; the counterpart of each area in the project and in the license should be shown. The latest inspection record and a document showing that the earlier violation has been remedied are requested together.
The names rural tourism, agritourism, retreat, bungalow or tiny house do not change the agricultural, forest, coastal or protected-area status of the immovable property. Taking over the ownership of a mobile accommodation unit does not by itself provide the right to use the land for tourism purposes. The review should cover the planning and sectoral permit files appropriate to the type of facility; a purchase does not bring existing violations into compliance with the law.
Why does the August 31, 2026 condominium ownership exception matter?
Article 13/8 of the Regulation on the Characteristics of Tourism Facilities contains limitations on condominium ownership, servitude of floor ownership (kat irtifakı) and similar rights over accommodation units. The amendment in the Official Gazette No. 33356 of August 31, 2026 added a limited exception to Provisional Article 1/8: the conditions in the provision, namely use of a commercial plan before June 1, 2019, a certified facility and accommodation units belonging to the same owner, are examined together. [5]
This exception does not mean that the rooms of every hotel can be sold freely to different persons. An independent unit being shown in the land registry and eligibility for certification under tourism legislation are not the same question. In particular, since the transfer of some rooms to different buyers may affect the “same owner” condition, the effect of piecemeal sale on the certificate must be assessed before closing.
On public immovable property, the term and the permit are the core value of the investment
Facilities on public immovable property have a different structure from the sale of a privately owned hotel. The value sought to be taken over may be limited to an allocation, lease, permit of use or right of superficies. The Regulation on the Allocation of Public Immovable Properties to Tourism Investments and the allocation file specific to the facility are reviewed for transfer and share-change processes. The acts of the competent commission and the Ministry and land registry and private contract procedures do not substitute for one another. [11]
The remaining term of use, unpaid amounts, security, the obligation to complete the investment and the risk of cancellation of the allocation enter into the valuation. Articles 23–25 of the Regulation regulate the relationship between the certificate and the allocation and the fate of the facilities when the term ends. A buyer planning to recover the transfer price over many years should calculate in particular when the right ends and whether an extension of the term is guaranteed. Granting a long sublease without reviewing the public contract is also not safe. [11]
Who is liable for past debts?
What does excluding commercial debts from the contract achieve?
TBK Article 202 regulates the liability of the transferee for debts upon notification to creditors or the announcement provided in the law when assets or a business are taken over with their assets and liabilities. The former debtor's joint liability continues for two years; the starting point varies according to whether the debt has fallen due. This two-year period does not start unless notification or announcement is made. This provision does not mean that the transferee is liable for all debts for only two years. [1]
The effect on creditors of leaving liabilities outside the scope is debated in the doctrine. Işık Aslı Han advocates an approach based on the protection of creditors and the mandatory nature of the rule, and also examines the opposing views based on freedom of will. This debate does not justify the assumption that a clause stating “the old debts belong to the seller” gives certain protection against creditors. The possibility of external liability should be preserved in the transaction plan; the allocation, recourse and security mechanisms in the contract should be built on that basis. [23]
Limiting the list of debts to an accounting trial balance is insufficient. Lawsuits, enforcement proceedings, customer advances, conditional refunds, long-term supply commitments and the risks of audits that have not yet accrued should also be asked about. For an “unknown debt,” a liability limit, a notice period, a security period and documented exceptions can be specified; however, their effect against third parties should not be assumed independently of the law.
Employees and social security debt
In a workplace transfer within the scope of Article 6 of Labor Law No. 4857, the existing employment contracts pass to the transferee with their rights and obligations. In rights tied to length of service, the earlier date of entry to work is preserved. For debts that arose before the transfer and are payable on the date of transfer, the former employer's joint liability is limited to two years. The transfer in itself is not a ground for termination by the employer or for termination for cause by the employee; other grounds for termination in the law and special exceptions are reserved. [13]
For severance pay (kıdem tazminatı), there is the special provision of Article 14 of Law No. 1475. The transferor's liability for the period in which it employed the worker, and on the basis of the wage on the date of transfer, is calculated separately. The two-year limit in Article 6 of the Labor Law should not be carried over to the whole severance pay regime. Leave balances, overtime, bonuses and seasonal working periods should also appear in the staff handover schedule. [14]
Article 89 of Social Insurance and General Health Insurance Law No. 5510, on the other hand, separately regulates the new employer's joint liability for the former employer's debts to the Institution consisting of premiums, late payment penalties, late payment interest and other ancillary amounts. A contract to the contrary is not valid against the Institution. A certificate of no social security debt (SGK) is placed in the transaction file; however, the date of the certificate, the records it covers and liabilities that may be established later are examined separately. [15]
Share transfers and public debts
When shares are purchased, the debtor company does not change. In a limited liability company, Article 35 of Law No. 6183 regulates the shareholders' joint liability in proportion to their shares for public receivables that cannot be collected from the company or are found to be uncollectible, and the position of the transferor and transferee for debts that predate the transfer. This result cannot be applied in the same way to every shareholder of a joint-stock company. The liability of the legal representative is also not identical to the shareholders' joint liability; the office held, the period and the relevant special provision are examined separately. [16]
| Debt or relationship | Core regulation | Point to watch in the transfer file |
|---|---|---|
| Former commercial debt of the business | TBK Art. 202 | Dates of notification, announcement and due date |
| Business premises lease transferred | TBK Art. 323 | End of contract and two-year limit for the former tenant |
| Employment debt due at the time of transfer | Law No. 4857 Art. 6 | The former employer's two-year joint liability |
| Severance pay | Law No. 1475 Art. 14 | Special calculation based on period of service and wage |
| Premiums and ancillary amounts | Law No. 5510 Art. 89 | Liability toward the SGK that cannot be removed by contract |
| Public debt of a limited liability company | Law No. 6183 Art. 35 | Conditions of collection, shares and the relevant period |
These periods do not make up a general table of limitation periods. The limitation period specific to the type of debt, the forfeiture period, the conditions for enforcement and the additional liability arising from the transfer must be kept separate. The right of the party who pays the debt to recourse against the other party is also assessed separately according to the contract and the statutory regime.
How is legal review carried out before signing and payment?
A data room is not set up merely to collect documents
The purpose of the review is not to fill a folder but to bring out matters that could change the transaction decision. For each document, the issuing authority, date, addressee, the area covered and its validity status should be recorded. If the company subject to the transfer operates more than one facility, it must be separated which facility the debts and permits belong to.
| Review group | Main records to request | Effect on the decision |
|---|---|---|
| Authority and company | Registry, articles of association, representation and resolutions | Valid signature and required company approval |
| Land and structure | Title deed, plan, project, use and allocation file | Usable area and term of use |
| Permits and inspection | Licenses, tourism certificate, latest records | Whether the transferee can obtain a certificate |
| Finance and debt | List of loans, security, public debt and lawsuits | Net price and the security to be retained |
| Employees | Contracts, payroll, leave and service records | Calculation of the liabilities assumed |
| Commercial relationships | Reservation, agency, supply and brand contracts | Approval, termination and refund risks |
| Technical safety | Fire, electrical, elevator, pool and maintenance records | Pre-opening investment and the possibility of stoppage |
| Digital assets | Inventory of domain names, software, accounts and data | Access, licenses and lawful data transfer |
Instead of a scanned copy of a license, verification through the competent authority's record should be made where possible. If the owner on the title deed and the company that signs the contract are different, the chain of lease, operation, power of attorney or allocation between them must be established. A matter left open in the file is not marked “no problem”; it is defined as an issue requiring a closing condition, a price adjustment or security.
Valuation, continuity of activity and the cost of permits
Past turnover does not prove that the business bought will be able to operate in the future at the same capacity. The legally usable room count, loss of season, continuation of agency agreements and compulsory renovation expenses can change the revenue forecast. Areas that generate revenue outside the official capacity should not be included in the price without being explained in the valuation report.
The work of the financial adviser and the technical expert should be combined with the legal review. The transaction model matters for taxes, fees, VAT, stamp tax and the continuation of any incentives. A single tax outcome is not accepted for a building sale, a business transfer and a share transfer. In the contract, the gross price, the economic burden of taxes, the invoice and the closing account are determined expressly; the contract does not change the statutory addressee of the tax administration.
What provisions should be included in the transfer and lease contract?
Conditions precedent and closing should be separated
On the date of signing, the parties may assume binding obligations; actual delivery and the release of the price can be left to a closing date on which certain conditions will have been met. This structure is important in transactions where the permits are uncertain. Who will apply for the conditions to be met, who will bear the costs, the deadline and what will happen in case of failure should be clearly written.
Instead of promising that an administrative permit will definitely be obtained, it should be defined which decision or document will be sufficient for closing. Filing an action against an unfavorable decision of the administration should not leave the parties under an obligation to wait indefinitely. If the failure to obtain a permit arises from a party's misrepresentation, the consequence may differ from the consequence of an external change in legislation.
| Subject of the contract | Element to be regulated expressly | Main dispute it prevents |
|---|---|---|
| Scope of transfer | Included and excluded assets, rights, contracts | Failure to deliver the trademark or fixtures |
| Permit condition | Required procedure, person responsible, deadline | Paying the price but being unable to start operating |
| Representations and warranties | Known violations and disclosure annexes | A license or debt problem that emerges later |
| Price and security | Interim payment, security, set-off and refund | Non-refundable advance or an unclear deduction |
| Past liability | Period, type of debt and recourse method | A third party applying to the new operator |
| Employees and reservations | Lists, balances, performance and refund sharing | Double payment or interruption of service |
| Technical delivery | Counting, working condition, defect and photo records | Incomplete or defective delivery |
| Exit arrangement | Return, brand, data and transition support | The business being locked in at the end of the contract |
An example of an applicable contractual arrangement
A closing condition may cover the following elements together: completion of the required business license procedure in the name of the transferee; establishment of the relevant tourism certificate transfer or annotation; if applicable, obtaining the approval of the allocating authority and the landlord; removal of the encumbrances agreed to be removed; and signing of the employee and reservation lists. Afterwards, the price transfer and delivery take place simultaneously. This is a suggestion for a legal structure; it is not a ready-made contract provision to be applied as it stands to a particular facility.
Another arrangement is to hold a certain portion of the price as security for a agreed period for debts relating to the period before closing that emerge later. Which document will give rise to a deduction, the seller's participation in the defense, whether finalization is required and the refund of the unused portion are determined. The amount of security should be based on the actual risks in the file; an arbitrary percentage should not be used.
A letter of guarantee, a blocked account, suretyship and other security are not the same. In particular, the form of validity, scope and, where necessary, conditions such as spousal consent for personal security are examined separately. Writing “guarantor” in the contract does not by itself determine the true legal nature of the transaction. [1]
Management agreement, brand and insurance
Is the managing company merely providing services, or is it operating the facility in its own name? Who hires the staff, who issues the invoice, who uses the bank account and who appears as the operator before the administration? The management agreement should give consistent answers to these questions. Writing only the profit-sharing ratio is not enough.
In franchise and brand licenses, the approval of a change of operator or control, minimum standards, renovation investment and termination provisions are checked. For the transfer of the domain name, social accounts, reservation software and photo archive, ownership and the right of use are verified. Handing over the password to an account does not prove that a software or brand license has been validly transferred.
The music license should also be included in the transfer review. The amendment of June 16, 2026 to the Communiqué changed the provision requiring facilities that use music in public places to attach the relevant license document to the application. The additional period of December 31, 2026 in Provisional Article 5 is for existing certified facilities other than accommodation as defined in the provision; it cannot be applied as a new period given to all hotels. The consistency of the license with the operator and the scope of use is shown in the handover file. [25]
As to insurance, the insured operator, the activity, the capacity, changes of risk and notifications of past incidents are reviewed. Whether the policy creates a gap in coverage on the day of the transfer should be clarified with the insurer. Change-of-control or security provisions in a loan agreement may also give rise to a consent requirement or early repayment risk even in a share transfer.
How are reservations, customer advances and personal data handed over?
The money received and the service to be provided should be shown in the same list
Guests staying at the hotel on the transfer date, advances paid for the next season and agency receivables not yet collected should be listed separately. For each reservation, the service date, collection, refund condition, commission, tax and chargeback risk are recorded. The sentence “reservations belong to the transferee” creates a new dispute where it does not explain who keeps the money or who will make the refund.
Liability for debts under TBK Article 202 and the transfer of a contract under Article 205 are not the same institution. Whether an agency, supplier, customer or platform contract can be transferred in its entirety is examined according to the consent of the counterparty, the permission provisions in the contract and special rules. It should not be assumed that, because a business transfer has been made, every third-party contract will continue on the same terms. [1]
Customer data is not a fixture that can be transferred without limit
Under Personal Data Protection Law No. 6698, the legal ground, purpose and scope of processing and transfer of data, and the obligations of information and security, are assessed separately. The information necessary for carrying out an active reservation and a marketing list from past years are not based on the same need. If special categories of data exist in health or wellness programs, their conditions must be addressed separately. [17]
At the review stage, instead of opening the entire customer database to the buyer, aggregated or anonymous information should be used as far as possible. At closing, it is recorded which data is transferred, on what legal ground and with what authority of access. The former operator's continuing access to all records, or its immediate deletion of documents that must be retained, is also not an appropriate handover method. For reservation or cloud systems abroad, the current transfer regime of Article 9 of the Law applies separately. [17]
What route is followed if the permit is not obtained or the facility is closed after the transfer?
Separate claims are needed for the administrative act and for breach of contract
The rejection of a license or certificate application, a cancellation or a closure act is examined in the administrative courts; claims for the seller's misrepresentation, refund of the price, rent and damages are examined in the civil courts according to the nature of the relationship. An action filed for the annulment of the administrative act does not automatically secure a refund of the price paid from the seller. A lawsuit against the seller likewise does not automatically stay the execution of the administrative act.
Under Article 7 of the Administrative Procedure Law No. 2577, unless there is a special period, the general period for filing an action before the administrative court is sixty days. A properly made application under Article 11 suspends the running period; after the rejection or the implied rejection at thirty days, the remaining period continues. Filing an action does not automatically stay the act. For a stay of execution, manifest unlawfulness and damage difficult or impossible to remedy must be shown together. In calculating the period, the actual notification and the special law must always be reviewed. [20]
The petition file should include the licenses and tourism certificates, application receipts, inspection records, notifications, earlier court decisions and projects. Ongoing reservations and the employee and financing obligations may help to substantiate the damage. If the license cancellation, the tourism certificate cancellation and a separately applied closure act were taken by different authorities, the subject matter and period of each act are assessed separately.
The competent court and mediation vary by type of transaction
| Dispute | Main judicial or application route | Separate check |
|---|---|---|
| Rejection/cancellation of a license or certificate | Annulment action before the administrative courts | Period, competent court and stay of execution |
| Hotel lease, rent receivable, eviction | As a rule, the civil court of peace (sulh hukuk mahkemesi) | Mediation and the exception of eviction through enforcement without a judgment |
| Commercial transfer or share contract | Commercial court according to the nature of the dispute | Commercial action and the condition precedent to suit for monetary claims |
| Employment receivable | Labor court and the relevant application route | Mediation as a condition precedent to suit and special exceptions |
In disputes arising from a lease of immovable property, the parties' being merchants does not by itself remove the jurisdiction of the civil court of peace. Article 18/B of Law No. 6325 provides for mediation as a condition precedent to suit in lease disputes; the exception concerning eviction through enforcement without a judgment is reserved. For commercial disputes, the monetary claims covered by TTK Article 5/A, and for employment disputes, Article 3 of Law No. 7036, are assessed separately. The power to annul an act of public law cannot be transferred to a private arbitrator by an arbitration or jurisdiction agreement of the parties. [18; 19; 2; 29]
What do court decisions say about transfer practice?
Court of Cassation: it must be proved to whom and for which relationship the advance was paid
In the decision of the 11th Civil Chamber of the Court of Cassation dated March 20, 2024, E. 2022/5759, K. 2024/2270, the refund of an advance alleged to have been paid for a hotel transfer that did not take place was discussed. The absence of a written contract, the payment having been made to the personal account of a company manager, and the evidence including the payment description were assessed for proving the connection with the defendant company. The regional court of appeal's dismissal decision was upheld. [21]
The decision cannot be generalized to mean that every payment to a personal account is legally worthless. The lesson to be drawn for transaction preparation is to bring the identity of the debtor and creditor, the authority of representation, the reason for payment and the conditions of delivery together in the same chain of written documents. The payment account should be specified in the contract, the bank receipt description should identify the transaction, and the amount should be entered consistently in the commercial records. Trying to establish the relationship later only through witnesses or correspondence increases the risk of proof.
Council of State: license and certificate records must be followed together
In the decision of the 6th Chamber of the Council of State dated June 29, 2021, E. 2020/5791, K. 2021/9052, the cancellation of the business license of a hotel in Bodrum and the cancellation of the tourism certificate, in the context of no certificate transfer having been requested, were examined. The judgment dismissing the action, rendered after earlier processes of reversal and insistence, was upheld. [22]
The result this decision directly shows is the affirmance in its own dispute. The decision belongs to the legal framework before the 2024 Constitutional Court decision and the 2026 regulations. It therefore cannot be used as a basis for claiming that every license or certificate problem today will automatically lead to the same result. In a current transaction, the material facts, the basis in force and later changes in norms should be compared.
The shared practical consequence of the decisions
The Constitutional Court's review of legality, the Council of State's review of administrative acts and the Court of Cassation's assessment of proof arising from contracts resolve different legal problems. Substituting the result of one for another leaves the transfer file incomplete. Transaction security is provided by a clear contract, verified permits, the correct party and a traceable payment record.
The sequence of steps on the transfer day and afterward
In the first stage, the transaction model is finalized, and the outcome of the document and debt review is put into a written report. Then the contract, the disclosure annexes and the necessary third-party approvals are completed. Administrative applications and company and registry procedures are carried out with regard to each other's preconditions. On which day and in whose name the activity will be continued is not left uncertain.
At closing, the asset count, meters, cash, reservation balance, keys, user authorizations and maintenance records are tied to the handover record. Release of the whole price before the payment conditions are met is prevented. If a transition period is planned, invoices, staff management, customer refunds and emergency responsibility for that period are defined separately.
In the next stage, notifications and announcements, license and certificate records, bank and insurance arrangements, platform accounts and data access are checked. Designating one person in the contract to make the notifications is not sufficient; receipts and result documents should be added to the closing file. Each party follows its own period of liability and the end date of the security.
Conclusion
The economic value of a tourism facility depends as much on its building, location and turnover as on the ability to continue the same activity lawfully. A transfer or lease should therefore not be reduced to the signing of a single contract. The immovable property, the business, the company, the employees, the reservations and the administrative permits must be assessed together.
As of 2026, the special transfer limitation on the simple accommodation certificate, the license conditions of older certified facilities, the condominium ownership exception and the effects of the Constitutional Court decision may change the transaction model. Uncertainties should be met with closing conditions, disclosure annexes, price calculation and appropriate security rather than being covered over with a sales promise. In this way, the parties can decide knowing what they are taking over, with which permit and with which debts and periods.
Information on the tourism law and lease law services of the Güneş & Güneş Law Firm may help to determine the scope of the review needed in a specific transaction. This article is a general legal explanation; the legal outcome for a particular facility is determined by reviewing its documents and contracts.
Frequently Asked Questions
Does the tourism operation certificate also pass to me when I buy the hotel?
It does not pass automatically. It is determined whether the buyer of the immovable property and the certificate holder are changing. If necessary, a certificate transfer or an operator annotation procedure is carried out. In addition, the business license, the right of use and facility-specific permits are reviewed. [5; 6; 7]
Can a facility be sold together with a simple accommodation certificate?
The transfer of the immovable property or the business is separate from the transfer of the certificate. As of August 26, 2026, a simple accommodation certificate cannot be transferred except by disposition upon death or succession by inheritance. Which certificate the new operator can obtain must be investigated separately. [8; 9]
Does buying company shares always require renewing the license?
No. Where the same legal entity remains the operator and only its shareholders change, this is not the same as another company taking over the business. However, the allocation, change of control, company records and special notification obligations are reviewed separately. [4; 11]
Is any other review needed for a hotel that has a municipal license?
Yes. The validity of the existing license, its conformity with the actual activity, the project status, the tourism certificate and the latest inspections are checked. In particular, violations that could prevent a new license from being issued during the transfer are investigated. [4; 5]
Did the Constitutional Court completely remove the Ministry's power over licenses and certificates?
No. Decision E. 2021/100, K. 2024/174 annulled certain statutory provisions. The certification obligation, the inspection power and the annulled activity/license mechanism are assessed separately. Nor does every earlier license cancellation disappear automatically. [10; 28]
Is the landlord obliged to approve a business transfer?
Under TBK Article 323, written consent is required for the transfer of a lease relationship; in a business premises lease, consent cannot be withheld without just cause. The relationship with the special provisions on the transfer of a commercial enterprise should be assessed separately. Obtaining express written consent in the transaction reduces the risk of dispute. [1; 2]
Is every hotel lease a produce lease?
No. What matters is the real content of what is leased and of the business organization that is transferred. Leasing only the building may not be the same as leasing a functioning business as a whole. The name of the contract or tying the rent to turnover is not decisive on its own. [1; 24]
In a hotel lease, should the notice for payment be thirty days or sixty days?
In default on rent, the period is at least thirty days under TBK Article 315 in the roofed commercial premises regime, and at least sixty days under Article 362 in a produce lease. The nature of the lease relationship is determined first. These periods do not apply to all grounds for eviction. [1]
Is it enough to write in the contract that I am not taking over the old debts?
This provision matters for the accounts and recourse between the parties; it does not eliminate every debt against third parties. TBK Article 202 and the special regimes for employment, SGK and public receivables are examined separately. Where necessary, security is set aside from the price and direct payment of the debts is planned. [1; 13; 15; 16]
Do employees lose all their rights because of the transfer?
No. In a workplace transfer within the scope of Article 6 of the Labor Law, employment contracts pass with their rights and obligations. Rights tied to length of service are preserved. Severance, wage and leave items are calculated separately; the mere fact of a transfer is not an automatic ground for termination. [13; 14]
Do all old debts end two years after the transfer?
No. The two-year periods are regulated under different provisions for different persons. The transferee's liability for commercial debts, the former employer's liability, and severance and SGK debts cannot be tied to a single period. [1; 13; 14; 15]
Can I take over a hotel on public land by a private contract?
A contract alone cannot be regarded as sufficient. Whether the allocation, use or right of superficies is capable of being transferred, the authority's permission, the remaining term and the contract conditions must be reviewed. A share transfer is also checked with regard to the obligations in the allocation file. [11]
Who refunds the money for reservations made in advance?
Liability toward the customer is determined according to the contractual relationship and the statutory regime. The sharing arrangement the parties make among themselves does not automatically reduce the customer's rights. Collections and the service obligation should be written into the handover list reservation by reservation. [1]
Can I freely transfer the customer list together with the business?
No. The conditions for processing and transfer, the purpose, the type of data, and the obligations of information and security are assessed. Active reservation information and a marketing list are not within the same scope. If there is a transfer abroad, the current KVKK Article 9 regime is also reviewed. [17]
If the permit is not issued, will I necessarily get back the deposit I paid?
There is no automatic outcome. The legal nature of the payment, the conditions in the contract, the reason the permit could not be obtained and the parties' fault matter. The refund condition, the deadline and the payment account should be determined expressly before signing. [1; 21]
Is filing an action against the license cancellation enough to keep the facility open?
On its own it is not sufficient. Filing an administrative action does not, as a rule, stay the execution of the act. The conditions for a stay of execution must be shown separately; the legal position must be assessed for each of the certificate cancellation, the license cancellation and the closure acts. [20]
Sources
1. Turkish Code of Obligations No. 6098 (Türk Borçlar Kanunu), in particular Articles 202, 205, 237, 310, 315, 322–323, 344, 347, 357–369 and the provisions on personal security. Text from the Ministry of Labor and Social Security.
2. Turkish Commercial Code No. 6102 (Türk Ticaret Kanunu), in particular Articles 5/A, 11/3, 490 et seq. and 595. Consolidated text of the law.
3. Trade Registry Regulation (Ticaret Sicili Yönetmeliği), Official Gazette, January 27, 2013, No. 28541; provisions on the transfer of a commercial enterprise and on the registry. Text of the Regulation.
4. Regulation on Business Opening and Operating Licenses (İşyeri Açma ve Çalışma Ruhsatlarına İlişkin Yönetmelik), Official Gazette, August 10, 2005, No. 25902, Article 8. Consolidated text; text of Article 8.
5. Regulation on the Characteristics of Tourism Facilities (Turizm Tesislerinin Niteliklerine İlişkin Yönetmelik), Official Gazette, June 1, 2019, No. 30791, in particular Article 13/8 and Provisional Article 1; amendment published in the Official Gazette of August 31, 2026, No. 33356. Consolidated text.
6. Communiqué on the Implementation of the Regulation on the Characteristics of Tourism Facilities (Turizm Tesislerinin Niteliklerine İlişkin Yönetmeliğin Uygulanmasına Dair Tebliğ), No. 2019/1, Official Gazette, November 27, 2019, No. 30961, in particular Article 13. Ministry text; record of amendments.
7. Ministry of Culture and Tourism, General Directorate of Investments and Enterprises, “Certificate Transfer Request” (Belge Devri Talebi). Application explanation.
8. Regulation on the Certification of Simple Accommodation Facilities and Beach Businesses (Basit Konaklama Tesisleri ile Plaj İşletmelerinin Belgelendirilmesine İlişkin Yönetmelik), Official Gazette, September 25, 2021, No. 31609, in particular Articles 7/8 and 8/A. Consolidated text.
9. Regulation Amending the Same Regulation, Official Gazette, August 26, 2026, No. 33352, in particular Articles 1, 2 and 4. Reproduction of the published amendment text.
10. Constitutional Court, October 17, 2024, E. 2021/100, K. 2024/174; Official Gazette, March 24, 2025, No. 32851, in particular §§ 36–66, 206–229 and the operative part. Official decision record; reproduction of the full decision text.
11. Regulation on the Allocation of Public Immovable Properties to Tourism Investments (Kamu Taşınmazlarının Turizm Yatırımlarına Tahsisi Hakkında Yönetmelik), Official Gazette, July 21, 2006, No. 26235, in particular Articles 15, 17 and 23–26. Ministry text.
12. Ministry of Treasury and Finance, frequently asked questions on Communiqué No. 2008-32/34 on Decree No. 32 on the Protection of the Value of the Turkish Currency, in particular question 34; file dated November 2025. Ministry explanation.
13. Labor Law No. 4857 (İş Kanunu), Article 6. Text from the Ministry of Labor and Social Security.
14. Article 14 of Labor Law No. 1475 (İş Kanunu), in force. Text from the Ministry of Labor and Social Security.
15. Social Insurance and General Health Insurance Law No. 5510 (Sosyal Sigortalar ve Genel Sağlık Sigortası Kanunu), Article 89/1. Text from the Ministry of Labor and Social Security.
16. Law No. 6183 on the Procedure for Collection of Public Receivables (Amme Alacaklarının Tahsil Usulü Hakkında Kanun), Article 35 and repeated Article 35. Consolidated text.
17. Personal Data Protection Law No. 6698 (Kişisel Verilerin Korunması Kanunu), in particular Articles 4–6 and 8–12. Consolidated text.
18. Law No. 6325 on Mediation in Civil Disputes (Hukuk Uyuşmazlıklarında Arabuluculuk Kanunu), Articles 18/A and 18/B. Consolidated text.
19. Code of Civil Procedure No. 6100 (Hukuk Muhakemeleri Kanunu), in particular Article 4. Consolidated text.
20. Administrative Procedure Law No. 2577 (İdari Yargılama Usulü Kanunu), in particular Articles 7, 11, 27 and 28. Consolidated text.
21. Court of Cassation (Yargıtay), 11th Civil Chamber, March 20, 2024, E. 2022/5759, K. 2024/2270. Reproduction of the full decision text.
22. Council of State (Danıştay), 6th Chamber, June 29, 2021, E. 2020/5791, K. 2021/9052. Reproduction of the full decision text.
23. Han, Işık Aslı. “The Validity of Leaving Liabilities Outside the Scope of Transfer in a Commercial Enterprise Transfer in Light of Article 202 of the Turkish Code of Obligations (Türk Borçlar Kanununun 202. Maddesi Işığında Ticari İşletme Devrinde Pasiflerin Devir Kapsamı Dışında Bırakılmasının Geçerliliği).” Journal of the Justice Academy of Türkiye (Türkiye Adalet Akademisi Dergisi), Year 11, Issue 38, April 2019, pp. 131–161. Full text.
24. Helvacı, İlhan. “16. Produce (Revenue) Lease – Hotel Lease (16. Ürün (Hasılat) Kirası – Otel Kirası).” Legal Opinions (Hukuki Mütalaalar), Volume III, online text, in particular paragraphs 17–25. Opinion.
25. Communiqué Amending Communiqué No. 2019/1, Official Gazette, June 16, 2026, No. 33282. Reproduction of the amendment text.
26. Law No. 4054 on the Protection of Competition (Rekabetin Korunması Hakkında Kanun), Articles 7 and 10–11. Consolidated text.
27. Bodrum Chamber of Commerce, “Transfer of Shares in a Limited Liability Company and Transfer of Shares by Inheritance (L.T.D. Hisse Devri ve Veraseten Hisse Devri).” Explanation of the registry procedure.
28. Tourism Promotion Law No. 2634 (Turizmi Teşvik Kanunu), in particular Articles 5, 30 and 33–34 and Provisional Article 11. Consolidated text.
29. Labor Courts Law No. 7036 (İş Mahkemeleri Kanunu), Article 3. Text of the law.
Access to the sources and the research verification date of this text: October 12, 2026.