Can I sell my hotel to a foreign buyer?

Section 721 lets the President act on a covered transaction that threatens to impair national security, and it sets up the Committee on Foreign Investment in the United States to run the review.^[10] Nothing in it asks a seller for permission first.

The scale confirms it. CFIUS assessed or reviewed 347 covered transactions in 2025, of which 14 were real estate filings under 31 CFR part 802: seven declarations out of 140, and seven notices out of 207.^[1] Fourteen filings in a year, nationwide, across every asset class part 802 reaches.

A covered transaction under part 800 that includes the purchase of covered real estate is an excepted real estate transaction, so part 802 drops away.^[4] The line is whether a business changes hands, and part 802's own examples make it concrete: buying an empty warehouse near a listed installation is a covered real estate transaction, while buying the same warehouse plus its personnel, customer list, equipment and inventory software is a part 800 covered transaction, because that package is a business.^[4]

A hotel sale sits closer to the second example than owners expect. A going hotel sold with its staff, bookings, brand licence and operating accounts is a U.S. business. A hotel sold as a shell, or ground leased, or sold after the operating company has been stripped out, is a part 802 question.

Covered real estate is defined by location, not by use. It is real estate that is, is located within, or will function as part of, a covered port; or sits within close proximity of a military installation or other U.S. Government property named in part 1 or part 2 of appendix A; or within the extended range of certain part 2 installations, a county named in part 3, or an offshore range named in part 4.^[2]

Two distances do the work. Close proximity extends one mile outward from the installation's boundary.^[3] Extended range runs 99 miles outward from the outer edge of close proximity, putting the far boundary 100 miles out, and it reaches only combat training centers, test ranges and joint forces training centers.^[12]

Covered port is the test that catches hotels. It takes in any large hub airport on the Federal Aviation Administration's annual final enplanement data, any airport with annual all-cargo landed weight above 1.24 billion pounds, any FAA joint use airport, any commercial strategic seaport in the National Port Readiness Network, and any top 25 tonnage, container or dry bulk port.^[11] A large hub is a commercial service airport with at least 1.0 percent of national passenger boardings, so a hotel on airport land at one is covered real estate on the face of the rule.^[13]

Appendix A runs in four parts and names the sites individually, down to the city, so look up your own address against it.^[14] The list moves: Pub. L. 119-60, enacted December 18, 2025, requires each Committee member to review its own entries and report recommended revisions, including what distance should apply, no later than one year after that date.^[10]

An excepted real estate transaction includes the purchase of covered real estate within an urbanized area or urban cluster, as the Census Bureau defines those terms.^[4] Most U.S. hotels are in one, which is why part 802 produces fourteen filings a year rather than thousands.^[1]

The hole is in the same sentence. That exception does not reach real estate subject to paragraph (a) of the covered real estate definition, the covered port leg, or paragraph (b)(1), the one-mile close proximity leg.^[4] A downtown hotel 40 miles from a test range is excepted. The same hotel 0.25 miles from a part 1 installation is not, and part 802's own examples say so in those words.^[4]

One more test applies on top. The foreign person must be afforded at least three of four property rights: to access the real estate, to exclude others from it, to improve or develop it, and to attach fixed structures to it.^[15] A fee purchase gives all four, so this screens out nothing on an ordinary sale; it decides the answer on a long ground lease or a minority joint venture with no development right. Note 1 to section 802.212 adds that a transaction arising from a bankruptcy or other default on debt is a covered real estate transaction, so foreclosing on a foreign borrower is inside the rule.^[16]

The statute's mandatory declaration applies only to a covered transaction in a U.S. business that owns critical infrastructure, produces critical technology or holds sensitive personal data, where a foreign government has a substantial interest in the buyer.^[10] A hotel is none of those three, and part 802 carries no equivalent provision: section 802.401(a) says a party may submit a voluntary declaration.^[5]

So the choice is between the three routes in the table above. A declaration is free. A notice carries a fee set by transaction value, from nothing below $500,000 to $300,000 above $750,000,000, with $7,500 the band running from $5,000,000 to under $50,000,000.^[7] On a lease the value is the sum of the payments over the term rather than the appraised value of the land, so a long ground lease can land in a higher band than its rent suggests.^[18]

What a notice buys is finality: written notification that the Committee has concluded all action is what lets a buyer and its lender stop pricing the risk. A declaration can produce that same notification, or a request to file a notice, or a statement that the Committee cannot conclude action on the declaration.^[19]

Matthews Hotel Markets does not file CFIUS declarations or advise on them; that is work for the buyer's own national security counsel. The seller's job is to put the question in the purchase agreement: who files, who pays, and what happens if the Committee asks for a notice.

The rules set the ceilings. A declaration gets a 30-day assessment period that starts when the Committee receives it from the Staff Chairperson.^[20] A notice gets a 45-day review period that starts the business day after the notice is accepted and the fee confirmed received.^[21] An investigation must finish within 45 days of commencing, the Chairperson may extend it once by 15 days in extraordinary circumstances, and a matter that reaches the President is decided within 15 days of the investigation completing.^[10] That is 105 days of statutory clock, or 120 with the President's window.

The published averages are kinder. In 2025, 6.87 calendar days elapsed on average between a declaration being submitted and accepted, and assessment then averaged 30.1 days. Notices closing in review averaged 45.4 days and notices closing in investigation averaged 82.8 days, and CFIUS opened an investigation on 114 of the 207 notices accepted that year, or 55.07 percent.^[1] All of that is economy-wide; CFIUS publishes no hotel breakdown.

A declaration is about the length of a due diligence period, so it costs nothing if it starts at signing. A notice that goes to investigation is longer than the whole back half of a sale. The variable a seller controls is when the clock starts, not how fast it runs, the same lesson as how long does it take to sell a hotel through a broker?

Any Committee member at or above Under Secretary level may file an agency notice on a transaction it believes is a covered real estate transaction raising national security considerations, and the Staff Chairperson may request information on a transaction nobody notified and then ask the parties to file.^[6] No agency notice under section 802.501(c)(1) may be made more than three years after the completion date, unless the Chairperson files it in consultation with the other members.^[6] An unfiled hotel sale therefore carries an open question for three years, and longer in the Chairperson's hands.

The penalties are not for failing to file, because nothing required a filing. They are for what gets said in one: a material misstatement or omission in a declaration or notice, or a false certification, can draw a civil penalty up to $5,000,000 per violation.^[22] That bears on representations. A seller asked to certify that the hotel is not covered real estate is being asked to certify a fact about appendix A, and that one belongs with whoever looked it up.

Florida reaches hotels through distance. A foreign principal may not own, have a controlling interest in, or acquire real property on or within 10 miles of any military installation or critical infrastructure facility in the state.^[8] Critical infrastructure facility covers an airport, a listed seaport, a power plant, a water or wastewater treatment plant, a refinery, a chemical or gas processing plant, a liquid natural gas terminal and a telecommunications central switching office, in each case where the facility is fenced or guarded against unauthorized persons. The seven countries are China, Russia, Iran, North Korea, Cuba, the Venezuelan regime of Nicolas Maduro and Syria, and foreign principal reaches their governments and political parties, entities organized or headquartered there, and people domiciled there who are not U.S. citizens or lawful permanent residents.^[9] Interests held before July 1, 2023 may be kept but not added to, late registration costs $1,000 a day, and a violation is a second-degree misdemeanor with forfeiture available to the state.^[8] Ten miles from a fenced airport is most of urban Florida, and a separate section bars a Chinese foreign principal from Florida real property generally.^[24]

Texas reaches hotels directly, with no distance test and no military nexus. Subchapter H of chapter 5 of the Property Code, added by Senate Bill 17 of the 89th Legislature and effective September 1, 2025, says the listed persons and entities may not acquire an interest in real property in the state, and real property is defined to include commercial property. Designated country means one the Director of National Intelligence named a national security risk in any of the three most recent Annual Threat Assessments, plus any the governor designates. A violating purchase is not void, but the attorney general may ask a court to order divestment through a receiver, and the civil penalty is the greater of $250,000 or 50 percent of the interest's market value.^[23]

Other states have passed similar laws and this run read only these two. Check the statute in the hotel's own state before a cross-border bid is accepted.

The franchisor's consent is the usual binding constraint, and a first-time franchisee based abroad is a harder application than a buyer that already runs the flag: what happens to my franchise agreement when I sell my hotel? The liquor license is next, because it does not convey with the deed and several states treat an equity change of 50 percent as a transfer in its own right: how does a liquor license transfer when a hotel sells? The third runs the other way: withholding under section 1445 is about a foreign seller, not a foreign buyer, and it makes the buyer the withholding agent on 15 percent of the amount realized, at what gets held back from my sale price for taxes?

Guide

What is involved in selling a hotel?

Other questions in this guide

• How long does it take to sell a hotel through a broker?
• Do I need a tax clearance certificate to sell my hotel?
• What happens to my franchise agreement when I sell my hotel?
• What happens to the liquor license when I sell my hotel?
• What do buyers look for when buying a hotel?

Terms defined in the glossary

• Going-Concern Value
• Ground Lease

Our own data

• Matthews Hotel Markets rate sheet