Who carries the debts when a hotel changes hands? Tax, SGK and supplier claims

It depends on what changes hands. A share sale leaves the company and its debts intact, so they come with it. A transfer of the business can make the buyer liable to creditors under Article 202 of the Code of Obligations, jointly with the seller for two years, and tax, SGK and staff claims follow their own rules.

The price is agreed, the season is close, and then a letter arrives from a supplier or from SGK about a period the buyer never operated. The question that decides whether that letter is the buyer's problem was settled long before, by the shape of the deal. This article explains how hotel business transfer debts in Türkiye are allocated across a share sale, a business transfer and a lease, and what to request before signing.

What is actually changing hands: shares, the business, or a lease?#

Liability follows the structure of the deal, not the price. A share sale keeps the company and its debts alive; a transfer of the business can pull the buyer into those debts; a lease usually does not, but only if the business itself is not handed over with it.

Share sale#

The company is the debtor and does not change identity. The buyer acquires a company that carries its own tax position, its SGK history, its staff service record and any enforcement files. Nothing is transferred out, so nothing is left behind either. The diligence work is therefore about the company itself: its public debt position, its payroll and its litigation.

Transfer of the business#

Here the operation passes as a package of assets and liabilities: stock, contracts, staff, the running trade. This is the trigger for Article 202 of the Code of Obligations, discussed in the next section. The buyer steps into the shoes of the business vis-à-vis its creditors, whatever the contract says about who owes what.

Lease or management agreement#

A lease of the premises normally leaves the previous operator's debts with the previous operator. But ask what passes with the keys: stock, supplier contracts, staff and the tourism operation certificate. A creditor will look at substance, not at the label on the contract. If the deal is in substance a handover of the business, it may be treated as one. The differences between an ordinary lease, a hasılat kirası or a management agreement matter here, and so does the separate procedure for transferring a tourism operation certificate on sale or lease.

The tourism operation certificate, the operator identity notification and the debts are three separate questions with three separate procedures. Solving one does not solve the others. Have the seller's adviser state the intended structure in writing before diligence starts, since the same property can be sold three ways with three different liability outcomes.

Does a buyer inherit the supplier debts of a business it takes over?#

Yes, when the deal is a transfer of a business or an asset pool together with its assets and liabilities: under Article 202 of the Turkish Code of Obligations, Law No. 6098 (opens in a new tab) (Resmî Gazete, 4 February 2011, No. 27836), the buyer becomes liable to the creditors for those debts, and the seller remains jointly and severally liable for two years.

Liability starts from the date the buyer notifies the creditors or announces the takeover. For commercial businesses the announcement goes in the Trade Registry Gazette; for others, in a newspaper distributed across Türkiye. The two years run from the notice or announcement for debts already due, and from the due date for debts that fall due later. Until the notice or announcement is made, the two-year period does not begin, so staying quiet extends rather than shortens the exposure.

Article 203 gives creditors the same rights when businesses merge and when a business owned by one person is turned into a general or limited partnership. The practical consequence is that the buyer's exposure to a supplier is set by law, not by the sale contract. The contract should be read as a way to recover money from the seller afterwards.

What about tax and other public debts owed by the old operator?#

Public receivables are collected under their own law, not under Article 202. In a share sale the company stays the taxpayer and keeps its tax debt. In a merger, transfer, division or change of form, the acquiring or newly formed legal entity takes the place of the old one.

The rules are in Law No. 6183 on the Collection Procedure of Public Receivables (opens in a new tab) (Resmî Gazete, 28 July 1953, No. 8469). Article 36 sets the succession: on a merger, the new legal entity takes the place of the merging ones; on a transfer, the acquiring entity takes the place of the transferred one; on a division, the entities that take over the assets do; on a change of form, the new entity does.

Article 35 reaches the people behind the company. Partners in a limited company are directly liable, in proportion to their capital shares, for public receivables that cannot be collected from the company, or clearly will not be. On a share transfer, the transferring and acquiring partners are jointly and severally liable for public receivables from before the transfer, which is a direct personal question for a buyer becoming a partner. The repeated Article 35 adds that amounts uncollectible from a legal entity are collected from the personal assets of its legal representatives, and liquidation does not remove liability for the period before it.

So the sentence "the company's debts stay with the company" is true only while the company exists and can pay. The people behind it are not always outside the frame. Amounts, payment plans and any personal exposure must be confirmed with an accountant and a lawyer; this article describes the mechanism, not a calculation.

Does the new employer pay the old operator's SGK debts?#

Yes, in the cases Article 89 of Law No. 5510 (opens in a new tab) covers: when the workplace is taken over with its assets or liabilities, passes to someone else, or joins or merges with another workplace, the new employer is jointly and severally liable with the old employer for premiums and the amounts that follow them.

The joint liability covers premiums, late-payment penalties, late-payment interest and other accessory amounts, not only the base premium. Contract terms to the contrary are invalid against SGK, so an indemnity clause gives the buyer a claim on the seller, never a defence against the institution.

Two deadlines and one continuity rule complete the picture. Under Article 11 of the same law, the workplace notification must reach SGK within ten days of the date the new employer takes the workplace over; where it passes by inheritance, the heirs have three months from the death. The insured workers' insurance rights and obligations continue through the change, so the file does not start again from zero.

In practice, ask for SGK's record of the workplace's premium and penalty position as of a stated date, and for the seller's declaration history, then check the two against each other. Confirm the notification deadline, the file and any payment plan with SGK or your adviser before completion, because the ten days run from the takeover, not from the signing of a heads of terms.

What happens to the staff and their claims when the operator changes?#

The employment contracts in place on the transfer date pass to the new employer with all their rights and obligations, and for anything based on length of service the new employer counts from the day the worker started with the transferring employer.

The rule is Article 6 of the Labour Law, Law No. 4857 (opens in a new tab) (Resmî Gazete, 10 June 2003, No. 25134), and it applies to a transfer of a workplace or part of it by a legal transaction. The transferring and acquiring employers are jointly liable for debts that arose before the transfer and are payable on the transfer date; the transferring employer's share of that liability is limited to two years from the transfer date.

Joint liability does not apply when a legal entity ends through a merger, absorption or change of type, which is one more reason the structure of the deal matters. Neither employer may terminate a contract solely because of the transfer, and the transfer is not a just cause for a worker to resign. Terminations for economic or technological reasons, for a change in work organisation, and immediate terminations for just cause remain possible. None of these rules apply when a workplace is transferred as a result of liquidating assets in bankruptcy.

For pricing, the severance and notice cost of pre-transfer service is a real number. Request the personnel list with start dates, wage history and any running labour cases before you value the deal.

What should a buyer request before signing?#

Written statements of debt from the authorities, the seller's own schedules, and the documents behind both, all dated as close to signing as the parties can manage.

An unpaid energy account can interrupt service in the middle of a season, whatever the contract says about who owes it. An enforcement search should cover both the company and the individuals signing, since a file can surface after completion. And if the operator is changing, remember that the operator identity notification is a separate procedure from the debt question, with its own timing.

What belongs in the contract, and what can it not do?#

The contract can allocate the cost of old debts between buyer and seller; it cannot take a creditor's claim away. Write it with counsel and treat it as a recovery mechanism, not a shield.

Six elements earn their place. A debt schedule as an annex, with a cut-off date and a clear definition of what counts as a pre-completion debt. A price adjustment or a holdback released when the debt statements come back clean, or after a stated period, so the buyer keeps leverage after completion. Seller warranties on tax, SGK, staff and supplier positions, backed by an indemnity whose time limits are set with the two-year periods above in mind. A cooperation duty naming who notifies creditors and who arranges the Trade Registry Gazette announcement, and by when, because the two-year clock starts only then. An explicit allocation of pre-transfer severance and notice cost, and how the buyer recovers it if a worker claims against the new employer. And a representation that no undisclosed enforcement files exist, with a duty to disclose any that appear before completion.

What to do next#

Before signing, ask for three things in writing: the tax office's statement of the taxpayer's debts, SGK's record of the workplace, and the seller's own schedules for staff and suppliers. Take them, together with a written statement of the intended deal structure, to a lawyer and an accountant in the same meeting, because the structure decides which of those debts can reach you and which stay with the seller.