A boutique hotel on Lake Garda, a small hotel in a Tuscan hill town or a seafront property on the Riviera is often marketed as one thing: “hotel for sale”. Legally, it is usually at least two things: a building, and a business that operates in it. Sometimes it is a third thing: a company that owns one or both.
What you buy decides what you take on. Staff, debts, licences, bookings already paid and restrictions on the building’s use all follow different rules depending on the structure. The broker’s brochure rarely distinguishes them. Your contract has to.
A hotel is a building, a business and a set of people. Understand and decide which of them you are buying before you agree a price.
Short answer: building, business or company?
| What you buy | What you acquire | What you take on |
|---|---|---|
| The building only | The property, its land and its fixtures | The building’s legal position, including any hotel-use restriction. No staff, no business, no operating history |
| The business (azienda) | The operating hotel business: equipment, contracts, brand, staff and often the right to use the building | Employees and their accrued rights, business debts shown in the mandatory accounting books, ongoing contracts |
| The company’s shares | The company with everything it owns and owes | All its liabilities, known and unknown, including tax and employment history |
None of these is automatically better. The right choice depends on whether you want to operate the hotel, lease it to an operator, convert it, or hold it as an investment.
Option 1: buying the building
Buying only the property suits investors who want to lease it to an operator, operate it with a new business of their own, or change its use where that is allowed.
The key checks are:
- Title, burdens and the planning position of the building, as for any property.
- Hotel-use restrictions. Some Italian regions bind certain hotel buildings to hotel use. In Liguria, for example, hotels can be subject to a hotel-use restriction recorded in a municipal list, and removing it requires a reasoned application under regional rules. Other regions have their own rules. If your plan involves converting the hotel into apartments or another use, check this first.
- Existing operator. If a business is already running in the building under a lease or business lease, that arrangement may continue after the sale. You may be buying a building with a tenant in it.
- Licences. The right to run a hotel belongs to the operator, not to the walls. A new operator must file its own notice with the municipality, usually through the local one-stop shop, under the regional rules on tourist accommodation.
Option 2: buying the business
Buying the business (cessione d’azienda) means acquiring the hotel as a going concern. It is often chosen when the buyer wants continuity: the brand, the reviews, the staff, the booking channels and the trading history.
It comes with legal consequences that buyers often underestimate:
Staff transfer with the business
Under Italian law, when a business is transferred, employment contracts continue with the buyer and employees keep all their rights. Seller and buyer are jointly liable for what the employees were owed at the time of transfer. You cannot simply “start fresh” with a new team.
Before signing, you need a complete list of employees, contracts, seasonal arrangements, accrued entitlements and any disputes.
Debts that can follow you
The buyer of a business is jointly liable with the seller for the business’s debts arising before the transfer, if they appear in the mandatory accounting books. Debts that do not appear there do not pass to the buyer by law, but the books must be reviewed carefully, and the contract should allocate every known liability.
Contracts, bookings and deposits
Supplier contracts, booking platform accounts, tour operator allotments, wedding and event bookings and guest deposits already paid for future stays all need to be identified. Decide who honours them, who keeps the money already received and who bears the cost of cancellations.
The licence still needs a new notice
Buying the business does not mean the authorisations continue automatically under your name. The new operator must file its own notice and meet the requirements, including those for the hotel’s classification. Plan the timing so the hotel can trade without interruption.
Option 3: buying the company
If the hotel, the building or both are owned by a company, you may be offered the shares instead. A share deal can preserve contracts, licences and the operating structure without transferring each element separately.
The trade-off is that the company keeps its whole history: past tax positions, employment claims, disputes, guarantees given to banks and any liability nobody disclosed. A share purchase needs full legal, tax and accounting due diligence on the company itself, and a contract with warranties and indemnities from the seller.
For the general pros and cons of company ownership, see Can You Buy Property in Italy Through a Company? and Buying Italian Property Through a Company, Trust or Personal Name.
Separating the property from the operation
Many hotel investors separate ownership from operation: one company holds the building, and another runs the hotel under a lease, a business lease or a management agreement. This can make financing, management and a future sale easier.
It also creates contracts that matter as much as the deed:
- Lease or business lease: duration, rent, who maintains the building, what happens at the end.
- Management agreement: fees, performance standards, brand obligations, termination rights.
If you are buying a building with an operator already in place, these contracts decide your income and your freedom to change course.
Building checks that are specific to hotels
Hotels carry operational requirements that ordinary homes do not:
- Planning and building permits for the hotel use and for every extension, pool, spa or restaurant area.
- Fire safety, accessibility and health compliance for the activity.
- The approved classification (number of stars) and the requirements behind it.
- Any hotel-use restriction recorded by the municipality.
- Condominium rules, if the hotel occupies part of a larger building.
Technical compliance must be checked by qualified professionals. The legal review makes sure their findings are reflected in the price and the contract. For a cautionary example of a building that operated as a hotel without the right classification, see Investing in Costa Smeralda Property.
Before you sign: when you should not proceed yet
| Situation | Why it matters before signing |
|---|---|
| The price includes “the business” but the offer describes only the building | You may be paying for goodwill you will not receive |
| You plan to convert the hotel into apartments | A hotel-use restriction may prevent it |
| You want a new team | Employment contracts transfer with the business |
| The seller has not shared the accounting books | Business debts recorded there can follow you |
| Guests have already paid for next season | Someone must honour or refund those bookings |
| An operator already runs the hotel | Its lease or management agreement may continue |
| You are offered company shares | You inherit the company’s entire history |
| You are asked for a deposit within days | An accepted offer can bind you before any check |
What the offer must say
For a hotel, the offer should state clearly:
- What you are buying: the building, the business, the shares, or a combination.
- The documents to be delivered and checked: title, permits, accounts, staff list, contracts and licences.
- The allocation of liabilities: debts, staff entitlements, bookings and deposits.
- The timing of the operator’s notice to the municipality, so trading continues.
- Warranties and indemnities from the seller, especially in a share deal.
- What happens to your deposit if a condition fails.
Read Caparra vs Deposit When Buying Property in Italy before paying.
A practical example: a lake hotel with 18 rooms
A family from Austria wants to buy an 18-room hotel on Lake Garda, keep it running and later add a small spa. The broker’s brochure shows a “turnkey hotel” with revenues and photos of the team. The draft offer refers only to the building’s cadastral units.
The review shows that the building is owned by one company and the hotel business by another, run by the seller’s son. Twelve employees, including four permanent ones, work for the operating company. The accounting books show supplier debts and an overdue tax instalment. Guests have paid deposits for the next season.
The family decides to buy both: the building directly, and the business through a separate contract. The contract allocates the recorded debts to the seller, deducts the guest deposits from the price and includes warranties on employment matters. The spa project is checked for feasibility before the preliminary contract. They buy the hotel they saw in the brochure, with a clear view of the people and the liabilities that came with it.
Checklist before you sign
- I know whether I am buying the building, the business, the shares or a combination.
- I have the staff list, contracts and accrued entitlements.
- I have reviewed the mandatory accounting books for business debts.
- I know which bookings and deposits exist and who will honour them.
- I know whether the building is subject to a hotel-use restriction.
- Permits, classification and safety compliance have been checked.
- Any existing lease or management agreement has been reviewed.
- The new operator’s notice to the municipality is planned.
- The offer allocates liabilities and protects my deposit.
How Govoni Law helps
Govoni Law acts only for buyers. For a hotel acquisition, we review the property, the transaction structure and the contracts, and coordinate with the accountants, tax advisers, employment specialists and technical professionals the transaction needs. We make sure the offer and the final contracts state what you are buying and who bears which liability.
We do not value businesses, provide accounting or tax advice, or manage hotels. Where those services are needed, we tell you which qualified professional to involve.
| Your stage | Usual level | Service |
|---|---|---|
| You have a listing, a brochure or a draft offer | A first written assessment | Before You Sign Brief |
| You are committed to a hotel acquisition | A full investigation, with a scope agreed for the business | Full Legal Due Diligence |
If the property is a farm-based hospitality business, see Buying an Agriturismo in Italy: What Transfers and What Does Not. For investment-led acquisitions in general, see Invest in Italian Real Estate: A Lawyer’s Guide. Family offices acquiring hotels can also read Family Office Property Acquisitions in Italy.
Frequently asked questions
Is it better to buy the hotel building or the hotel business?
It depends on your plan. Buying the building suits investors who will lease it or start a new operation. Buying the business suits those who want continuity. Many acquisitions involve both.
Do the hotel staff transfer if I buy the business?
Yes. Under Italian law, employment contracts continue with the buyer, and seller and buyer are jointly liable for what employees were owed at the transfer.
Will I be liable for the seller’s debts?
If you buy the business, you are jointly liable for prior business debts that appear in the mandatory accounting books. If you buy the company’s shares, the company keeps all its liabilities.
Does the hotel licence transfer with the sale?
Not automatically. The new operator must file its own notice with the municipality and meet the requirements under regional rules.
Can I convert a hotel into apartments?
Only if planning rules allow it and any regional hotel-use restriction has been lifted. Check before you price the conversion.
What happens to bookings already paid?
They must be identified and allocated in the contract: who honours them, who keeps the money and how cancellations are handled.
Considering a hotel acquisition in Italy? Send us the listing, the brochure and any draft offer. We will do our best to reply to your request as soon as possible and tell you in writing what you would actually be buying and which liabilities come with it.