Hotel management agreements and hotel acquisitions in Italy: what investors should check

In 30 seconds. Investors who buy or operate a hotel in Italy usually choose between three structures: a hotel management agreement (HMA), a lease of the going concern, or an acquisition of the property or the company that owns it. The choice changes who bears operating risk, who holds licences, and how you can exit. Decide the structure before negotiating price.

Management agreement (HMA)

The owner keeps the property and the business; an operator runs the hotel for fees. Check: term and termination, fee base, budget approval, reporting, brand standards, who employs staff, and what happens on sale of the hotel.

Lease of the going concern

The operator rents the business, including licences and staff. Check inventory, employee rules, handover and return conditions, and the owner’s remedies if rent is not paid. A lease of a business must be in writing and filed with the Business Register within 30 days (Art. 2556 of the Civil Code), and employees’ rights are protected on a transfer of the business (Art. 2112 of the Civil Code). Source: Normattiva, read on 27 October 2026.

Acquisition: assets or shares

In an asset deal you pick what you buy; in a share deal you take the company with its history. Run due diligence on title, planning and building compliance, licences, employees, debts and any heritage constraints on historic buildings. For a building protected as cultural heritage, the transfer must be notified within 30 days and the State may exercise pre-emption within 60 days at the same price (D.Lgs. 42/2004). Whether the company or the property is a strategic asset for the foreign-investment screening rules (D.L. 21/2012, “golden power”) must be checked case by case.

The best route for you

• Owner who wants to keep control: an HMA with clear exit and performance tests usually fits.
• Investor who wants to enter without buying: a lease of the going concern can be faster.
• Buyer of a property or company: a share deal is simpler but needs deeper due diligence; an asset deal is cleaner but slower.

What to do now: collect licences, planning documents, staff list, financial statements and the draft term sheet. No structure removes all risk.

FAQ

Can a foreign company own a hotel in Italy?

Generally yes, through a company or directly; notifications may apply case by case.

Who holds the licences in an HMA?

It depends on the contract and local rules; this must be settled before signing.

See also

• Branch or S.r.l. in Italy for a US or UK company
• Buying an Italian company: due diligence and golden power

This content is informational and is not legal advice. Prepared with the support of AI tools under the responsibility of Avv. Renato Giuseppe Fiorentino.