Selling a hotel in Italy: stages, documents, timing

Selling a hotel is not selling a building. A buyer is pricing the property, the business that runs inside it, the contracts that hold that business together and the capital it will need over the next few years. A well-run sale is therefore largely decided before the hotel goes to market.

The first question: what is being sold

The same hotel can be sold in several ways, and each brings different buyers, different documents and different tax consequences.

• The property alone, with vacant possession or with an operator in place.
• The operating business, with or without the property: a sale of the business or of a business unit (cessione d’azienda).
• The shares of the company that owns the hotel.
• The property, with the seller staying on as tenant under a lease: a sale and leaseback.

That choice belongs with the owner’s accountant and notary before any buyer is approached, because it sets the perimeter of everything that follows.

Preparing the hotel before going to market

The numbers

Three years of accounts and the operating data: rooms sold, average daily rate (ADR), occupancy, revenue per available room (RevPAR). In a family-owned hotel the reported result has to be reconciled with the sustainable one: family salaries, personal costs run through the business, one-off items. A buyer will do this work anyway; it is better done first, with the assumptions written down.

The property

Title, planning and cadastral compliance, certifications, the condition of the plant. And a straight account of the investment required, separating three different things: deferred maintenance, the furniture and equipment cycle, and capital expenditure that adds value. A buyer will deduct all of it from the price regardless.

The contracts

Any management, lease or franchise agreements, employment contracts, and the main supplier and distribution agreements. Clauses on term, exit and change of control weigh on price as much as the numbers do.

Agreement among the owners

Where there is more than one owner, settle first who decides, the price below which the hotel will not be sold, and the acceptable timetable. A disagreement that surfaces mid-negotiation is one of the quickest ways to lose a serious buyer.

The stages of a sale

1. Positioning: which investors or operators this hotel suits, and why.
2. Confidential approach: the hotel’s name is disclosed only after a confidentiality agreement (NDA). Staff, guests and competitors should not hear it from the market.
3. Presentation: an anonymised teaser, then a full information memorandum for those who have signed.
4. Non-binding offers and a letter of intent: price, structure, conditions, timing and any exclusivity.
5. Due diligence: the buyer tests documents, figures, property and contracts, normally through a data room.
6. Contracts and completion: preliminary agreement, final deed, handover.

How price is formed

Three figures must be kept apart: the asking price, an assessed value, and the offer a buyer will actually commit to. Value is read from the sustainable trading result, from price per key in comparable transactions and from the investment the buyer will have to make. Structure matters too: a hotel with vacant possession, one with an operator in place and one under a long lease attract different buyers with different return expectations.

How long it takes

There is no single timetable. Mews, in a January 2026 guide covering the market in general, puts it at 4 to 12 months from preparation to completion. In Italy the main variables are the completeness of planning records, approvals, the buyer’s financing and agreement among the owners. After a first review the stages and dependencies can be set out; promising a completion date cannot.

Common mistakes

• Going to market without documents ready, and finding the problems in due diligence.
• A price built on sentiment or on money spent, rather than on what the hotel earns.
• Letting the hotel’s name circulate without confidentiality.
• Negotiating with a single buyer and no credible alternative.

MC21’s role

MC21 helps the owner decide what to sell and to whom, prepares the information the market will ask for, selects and approaches suitable investors and coordinates the stages through to signing. Legal, tax and technical matters remain with qualified professionals, whom we bring in when needed.