How to Buy a Hotel in Italy

Before you start: decide what you are buying

The first decision is not which hotel. It is what form of transaction you want, because it determines everything that follows.

• The real estate only. You acquire the building. The operating business, its staff and its licences stay with the seller or are wound up. Common where the buyer intends to reposition the property or install their own operator.
• The going concern (azienda). You acquire the business as an operating whole — goodwill, equipment, contracts, forward bookings and, importantly, the employment relationships. Italian law attaches specific protections to employees on a transfer of undertaking.
• The company (quote or azioni). You acquire the corporate entity that owns the property or runs the business. You inherit the company as it stands, including its history and its liabilities — which is why this route demands the deepest due diligence.

Each route has different tax treatment, different liabilities and different documentation. Settling the structure before you make an offer avoids renegotiating it later from a weaker position.

Stage 1 — The offer (proposta d'acquisto)

A written offer, normally accompanied by a deposit and made irrevocable for a stated period. Understand clearly: once the seller accepts an irrevocable offer within its term, a binding contract exists. This is not a letter of intent, and treating it as one is a recurring and expensive error made by buyers used to common-law practice.

An offer on a hotel should therefore be conditional. Conditions on satisfactory due diligence, on planning and building status, on the transferability of licences, and on financing where relevant, belong in the offer itself. Conditions you did not write into the offer are not available to you afterwards.

Stage 2 — Due diligence

This is the stage that determines whether the transaction is sound, and the one buyers most often compress. It covers the building's planning and building compliance, its cadastral position, encumbrances registered against it, the licences under which it trades, its employment contracts, its supplier and distribution agreements, and its accounts.

Two Italian specifics deserve emphasis. Building and planning compliance is a matter of documented history, not of present appearance — a property can be immaculate and still carry an unresolved irregularity that blocks a sale or requires regularisation. And an encumbrance search is essential: mortgages, charges and third-party rights are registered and discoverable, and are unforgiving to a buyer who did not look.

Set out in full on our page on hotel due diligence in Italy.

Stage 3 — The preliminary contract (contratto preliminare)

Also called the compromesso. It is a binding contract to complete on agreed terms at a future date, and it is where the substance of the deal is actually settled: price, timing, condition of the property, what happens to staff, what warranties the seller gives, and what happens if either side fails to complete.

A deposit is normally paid at this stage. Its legal character matters: a caparra confirmatoria carries specific consequences on default — the seller may retain it, or the buyer may claim twice its value — and this should be understood rather than assumed. The preliminary contract can also be registered and transcribed in the public registers, which protects the buyer against the seller dealing with the property in the interim. On a transaction of any size this protection is worth taking.

Stage 4 — The deed of sale (rogito)

Executed before a notary, who verifies title, checks the registers, ensures the deed is lawful and registers it. The notary is a public official and does not act for either party: they are not your adviser, and their involvement does not replace your own legal and tax representation.

Where the buyer does not speak Italian, the deed is executed with a sworn interpreter and commonly drawn bilingually. Where the buyer cannot attend in person, a power of attorney can be granted, though it must be in a form Italian law recognises — which for a document executed abroad usually means notarisation and an apostille.

Where transactions actually go wrong

• Building and planning irregularities discovered late. The most common cause of a failed hotel transaction in Italy. Discovered before the offer it is a negotiating point; discovered after the preliminary contract it is a dispute.
• Licences assumed to transfer automatically. Whether and how an operating licence follows the business depends on the structure of the transaction and on regional and municipal rules. Assumption is not a plan.
• Employment obligations underestimated. On a transfer of a going concern, employees and their accrued entitlements are protected by law. This is quantifiable in advance and should be quantified.
• An unconditional offer. Signing an irrevocable offer without conditions, in the belief that it is a preliminary expression of interest.
• Seasonality read from a single year. A hotel's accounts for one good year say little. The demand record for its municipality over a decade says considerably more, and it is public.

Frequently asked questions