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What the notarial deed does not protect you from — title, licences, planning, energy ratings and staff liabilities explained for the Irish buyer
Hotel investment in Italy reached its highest level in a decade in 2025, with a total volume of €2.5 billion and 110 transactions closed — the highest number recorded since 2007. Italy ranks first among the most attractive European regions for hotel investment in 2026, with an attractiveness index of 4.2 out of 5, surpassing the Iberian Peninsula and France. Irish investors are returning to Milan, Rome, Florence and Venice in force for the first time since the mid-2000s. That enthusiasm is warranted. The danger is that Irish buyers arrive expecting something broadly like Irish commercial conveyancing and discovers, at a late stage, that the Italian process is fundamentally different.
The five stages below are not bureaucratic formalities. Each one is a legal gate. Fail one and the transaction either collapses, or closes with a hidden liability that only surfaces once operations begin.
Title due diligence in Italy runs across two parallel registries that Irish solicitors do not encounter at home. The land registry search (visura catastale), issued by the Italian Revenue Agency, identifies the property, its cadastral category and its registered owner. A separate mortgage and encumbrance search (the visura ipotecaria) at the Land Registry (Conservatoria dei Registri Immobiliari) reveals charges, court orders, liens and preliminary sale contracts already registered against the property. Unlike the Property Registration Authority in Ireland — where a single folio on the Land Register discloses both title and charges — Italy requires both searches to construct a complete picture of the legal position.
In our files the most common mistake is an acquirer's team running only the cadastral search and missing a registered preliminary sale contract, or a judicial attachment of assets (pignoramento), filed against the seller weeks before the agreed closing date.
Beyond title, the building compliance file must include: the habitability certificate (certificato di agibilità), confirming the structure is cleared for its intended use; the planning classification (destinazione urbanistica), which must read as tourist-hotel use; and any outstanding regularisation permits (sanatorie) for works carried out without planning consent. In art cities such as Florence and Venice, municipal regulations have tightened since 2023. A property whose planning classification does not expressly permit hotel use cannot be converted after closing without a change-of-use authorisation, which can take 12 to 24 months and is not guaranteed.
Cost at this stage: a comprehensive title and building compliance search typically runs between €3,000 and €8,000 in professional fees, depending on the complexity of the property and the number of cadastral units involved.
This is the stage that other guides routinely overlook, and it is the one most likely to render a hotel inoperable on day one.
Under Legislative Decree 79/2011, the Italian Tourism Code (Codice del Turismo), hotel operation requires an authorisation issued by the municipal authority (Comune) — the hotel licence (licenza alberghiera). That licence is granted to a specific operator for a specific property. When ownership changes, the licence does not pass automatically with the keys. The acquirer must apply to the Comune for a formal assignment or, in many regions, file a certified declaration of commencement of activity (segnalazione certificata di inizio attività). The seller's licence lapses on the date of transfer.
The critical point: in some Italian municipalities, particularly those that have adopted stricter local tourism plans, the Comune has discretion to refuse the assignment or to attach conditions — additional fire safety certifications, updated classification inspections, or compliance with regional standards — that must be met before the licence is validated in the new operator's name. A buyer who closes the notarial deed of sale (rogito notarile), the authenticated public deed signed before a notary, before the licence assignment is confirmed takes possession of a building that legally cannot operate as a hotel.
Nemo plus iuris ad alium transferre potest quam ipse habet — no one can transfer more rights than they themselves hold. The notary transfers title to the real estate. No one automatically transfers the right to operate it.
Due diligence must therefore include a specific review of the licence file at the Comune: when was it last renewed, are there outstanding compliance notices, and what is the local procedure for transfer to a new operator? Allow four to eight weeks for this process after closing — and budget that window explicitly into your operational timeline.
Equally important: the business activity classification code (ATECO code) registered with the Italian Chamber of Commerce (Camera di Commercio) at the Registro delle Imprese must accurately describe the operating entity's actual activity. From 1 January 2025, the new ATECO 2025 classification entered into force, adopted by the Registro delle Imprese from 1 April 2025. The automatic reclassification process means that for existing companies, the reclassification was automatic, and during a transitional period records contain both the old and new ATECO codes. An acquirer inheriting an operating entity whose ATECO code does not match the property's licensed use inherits an administrative irregularity that lenders will flag and that can block future refinancing.
This is the cost risk that most Irish advisers price last, if at all. Under the recast EU Energy Performance of Buildings Directive, Directive (EU) 2024/1275, which entered into force on 28 May 2024, non-residential buildings with a class G energy performance certificate (EPC) must be renovated to at least EPC class F by 2027 and class E by 2030. Hotels are non-residential buildings. 74% of Italian buildings predate energy-saving legislation, and historic hotel stock — the very assets commanding premium prices in Florence, Venice and Rome — is overwhelmingly in the lower efficiency bands.
The practical consequence is that an Irish investor acquiring a class G or class F hotel in 2026 is acquiring a mandatory capital expenditure programme. Renovation to EPC class E in a 40-room listed building in a historic centre can conservatively run to €800,000–€2 million depending on fabric, services and heritage restrictions on insulation methods. That figure belongs in the acquisition price negotiation, not in a post-closing surprise.
At the time of any sale in Italy, an energy performance certificate (Attestato di Prestazione Energetica, or APE) must be attached to the purchase contract and annexed to the notarial deed of sale. Verify its current rating before entering exclusivity. The APE must have been issued within the last ten years and must reflect any works completed since the previous certificate.
Unlike Irish commercial conveyancing — where BER certificates are noted but rarely treated as price-adjustment triggers — Italian law makes the APE an integral part of the contract documentation, and a buyer who proceeds with a low-rated property has constructive notice of the upgrade obligation from the moment of signing the preliminary sale contract (compromesso), the binding preliminary agreement that typically requires a deposit of between 10% and 30% of the agreed price.
If the hotel operates under a lease from a third-party landlord rather than as an owner-operated asset, Irish buyers sometimes assume the lease can be re-negotiated or surrendered once they control the operating company. Italian law does not work that way.
Law 392/1978 governs commercial lease assignment (cessione del contratto di locazione commerciale). A tenant may assign the lease to an acquirer of the business, but the landlord retains the right to object within 30 days of being notified. If the landlord objects on proven material grounds — such as a substantially weaker financial covenant — the assignment fails. In art cities, some landlords use objection rights strategically where they want a rental uplift. The assignment must be notified to the landlord before the notarial deed closes, and the response period must have expired. This step is routinely missed when the real estate and the business are structured as a simultaneous single closing.
On employment: where staff transfer with the business under Article 47 of Legislative Decree 276/2003, the acquirer inherits all pre-existing employment contracts, accrued end-of-service allowance (TFR) — the statutory severance entitlement that accumulates at roughly one month's gross salary per year of service — and any pending disciplinary disputes. The Italian Civil Code (Articles 1470–1547) governs the real estate sale; the employment obligations sit in separate legislation and are not discharged by the notarial deed.
Yes, and the choice has material tax consequences. An Irish company may acquire Italian real estate directly. At registration tax (imposta di registro), a commercial property purchase by a company attracts tax at 9% of the cadastral value, plus 50 euros each for land registry tax and cadastral tax. An individual or company not dealing in real estate pays the same headline rate. A company whose activity is classified as real estate trading may attract different treatment.
Alternatively, Irish acquirers often structure via an Italian società a responsabilità limitata (S.r.l., broadly equivalent to an Irish private limited company) or a Luxembourg or Irish holding SPV that acquires the Italian operating entity rather than the real estate directly. A share deal avoids registration tax on the real estate entirely — but Italian tax rules provide that where a share deal is predominantly referable to an asset-holding entity (società immobiliare di gestione), the Revenue Agency (Agenzia delle Entrate) may challenge the absence of registration tax on anti-avoidance grounds. Lenders will also want the operating entity to hold a clean Italian tax code (codice fiscale) and Italian VAT number (partita IVA) before credit is drawn.
Unlike in Ireland — where stamp duty on commercial real estate sits at 7.5% of the consideration and a share purchase attracting stamp duty at 1% of consideration is a straightforward alternative — the Italian indirect transfer tax analysis requires a specific structuring opinion. The two systems are not comparable. Irish solicitors who benchmark Italian acquisition costs against Irish stamp duty will routinely mis-price the deal.
The preliminary sale contract (compromesso) is a binding agreement under Articles 1470–1547 of the Italian Civil Code. It is not an option or a heads of agreement. Both parties are bound to complete. If the buyer defaults, the seller retains the deposit — typically 10%–30% of the price. If the seller defaults, the buyer may claim double the deposit, or seek specific performance.
Registration of the compromesso at the Revenue Agency (mandatory within 20 days of signing) gives the buyer priority protection against subsequent third-party claims and creates a public record of the pending transaction. Skipping registration to save the modest registration tax (0.5% of the deposit amount) is a false economy; an unregistered compromesso does not protect against a competing creditor who files an attachment of assets (pignoramento) against the seller in the same window.
The interval between compromesso and notarial deed of sale — usually 30 to 90 days in an Italian hotel transaction — is when: the licence assignment is processed; the energy certificate is verified; the lease notification period runs; the staff transfer is notified to the unions under Article 47; and outstanding municipal taxes, including property tax (IMU) and waste levy (TARI) arrears, are cleared by the seller. Closing before all five are resolved does not suspend the liabilities. It transfers them.
Milan remains the most sought-after city on the continent, with 55% of investors reporting very high interest and an attractiveness index of over 4 out of 5. Florence and Venice are cited by investors as additional markets on their radar. The appetite is real. So is the gap between what Irish buyers expect and what Italian law requires. The five stages above are not obstacles to the deal — they are the deal. Complete them in order, with an Italian-law review at each gate, and the notarial deed of sale is the beginning of a clean investment. Rush to the deed without them, and the deed is the beginning of a dispute.
How long does a hotel acquisition in Italy typically take from offer to closing?
Most structured hotel acquisitions in Italy take between three and six months from the signed letter of intent to the notarial deed of sale. The Italian-law due diligence phase — covering title, building compliance, licence verification and lease review — accounts for four to eight weeks of that timeline. Unrealistic compressed timelines are the single most common cause of incomplete due diligence in deals we see.
Can I operate a hotel under my Irish company without setting up an Italian entity?
You can own Italian real estate directly through an Irish company. Operating a hotel, however, requires an entity registered in Italy with a valid Italian tax code and Italian VAT number, a registered office in Italy for local administrative purposes, and the hotel licence issued by the Comune in the operating entity's name. Most Irish buyers set up an Italian S.r.l. for the operational layer, with the Irish or Luxembourg entity holding the shares above it.
What happens if the hotel licence is not transferred before closing?
The property transfers. The right to operate as a hotel does not. The acquirer holds a building that may not legally open for paying guests until the Comune issues the licence in the new operator's name or validates the certified declaration. In municipalities with active tourism management plans, that process can take several weeks and may attract conditions. Structuring a licence-assignment condition precedent into the preliminary sale contract — so that closing is conditional on licence confirmation — is the correct protection.
HREFLANG BLOCK:
Editorial Team — Panato Law Firm Staff
