Resort tokenization where foreigners cannot own land: Bali, Turkey, Cyprus

Resort tokenization does not change who is allowed to own land. In Bali, Turkey and Cyprus the property stays under local ownership rules, and those rules were written for individual buyers, not for a pool of investors in ten countries. The structure that works puts the asset in a local vehicle that is permitted to hold it, and puts the investors in an issuer SPV outside the country. This article walks through the three markets, then shows how the two layers connect, using the Turkish beachfront hotel case.

Country rules below are an orientation for a first conversation, not legal advice. Local counsel checks them before any deal.

Where the property is decides half the structure

Every tokenized resort has two jurisdictions. The land and the buildings sit under the property law of the country they are in. The investors hold tokenized shares or profit-share rights in an issuer SPV. That SPV sits where the investors can be served: BVI or Cayman for a global pool, Bahrain or ADGM for GCC family offices, Wyoming or Delaware for US pools. The general sequence is covered in How to tokenize a hotel; this article focuses on the asset side.

The asset-side question is always the same. Which local vehicle is permitted to hold this resort, on what title, for how long, and with which licence to operate it as a hotel? The answer differs by country.

Indonesia (Bali): leasehold, Hak Pakai or PT PMA

Freehold title in Indonesia, Hak Milik, is reserved for Indonesian citizens. A foreign investor, and a foreign-owned SPV, cannot hold it. Three routes are used in practice:

• Long leasehold. Typically 25 to 30 years, renewable. The lease is a contract with the freeholder, and the resort operates on it.
• Hak Pakai. A right-of-use title available to foreign residents, tied to the individual rather than to a company.
• PT PMA with a right-to-build title (HGB). A foreign-investment company incorporated in Indonesia holds the title and runs the business.

For a resort raising from many investors, the leasehold or the PT PMA is held by an operating company in Indonesia, and the investor SPV sits offshore. The operating company signs the management agreement and holds the licence. Villa and hotel licensing differ, so the licence type has to match the way the property will actually trade.

Restifi's own history touches this market. Its 2024 pilot listings included a beachfront resort in Bali. That pilot proved the technology and exposed the harder problem, which was distribution to eligible investors. The structure described here is what a Bali resort deal looks like when it is built for that problem.

Turkey: individual limits, a company route for business use

Turkish rules for foreign individuals are specific. Reciprocity by nationality decides who can buy at all. A person may hold up to 30 hectares. Foreign ownership in any district is capped at 10% of its area. Military and security zones are excluded.

None of those limits fit an investor pool. What fits is a Turkish company with foreign shareholders holding the property for its business purpose. That company, the PropCo, holds the hotel and the tourism operation licence. Above it sits an offshore issuer.

That is the structure in the Turkish beachfront hotel case on our cases page. A 120-key coastal hotel is held by a Turkish PropCo under a BVI SPV. The SPV issued profit-share rights to 35–40 investors from more than ten countries, at an average ticket of $300–350k. The raise closed at $12M, 92% of target. Investors are paid quarterly in USDC from hotel operations, and six distributions have been paid. The deal went live in about ten weeks.

The investors never appear on the Turkish title. They hold rights in the BVI SPV, which owns the PropCo. The operator contract stays with the PropCo. Lender consent rights over a change of control become transfer rules in the SPV, rather than being ignored.

Cyprus: permission for non-EU individuals, title risk in the north

In the Republic of Cyprus, a non-EU individual needs Council of Ministers permission to acquire property. The permission is routine and takes weeks to months. EU entities do not need it. The practical consequence is that an EU-facing SPV can hold a Cypriot resort without waiting on an individual approval for each investor. That is exactly what a tokenized structure needs.

Northern Cyprus is a different matter. Title deeds there carry a dispute risk that no SPV structure can remove. A resort with disputed title does not become fundable because its shares are on a registry. The working rule is to avoid disputed-title assets.

How the offshore SPV connects to the local vehicle

The pattern is the same in all three markets:

1. The local vehicle holds the asset. A leasehold or PT PMA in Bali, a Turkish PropCo, an EU-compatible company in Cyprus. It holds the title or lease and the operating licence, and it signs the management or lease agreement.
2. The issuer SPV holds the local vehicle. BVI in the Turkish case. It issues tokenized shares or profit-share rights to investors.
3. The rules are encoded at the SPV level. Whitelists, lock-ups, jurisdiction blocks and consent workflows run as ERC-1400 transfer controls. The cap table and registry of record are on-chain, with subscription documents attached to each position.
4. Cash moves up one layer at a time. The resort pays net operating income after debt service and the FF&E reserve to the local vehicle. The local vehicle pays the SPV. The distribution engine pays investors quarterly in the currency they chose at subscription.

Investors are onboarded through KYC/KYB, eligibility evidence and e-signature. In delivered cases KYC pass rates exceeded 90%.

What seasonality does to the distribution policy

Resorts and beachfront hotels have seasonal cash flow, and a quarterly distribution policy has to accommodate it. The policy is written so that each quarter's payment is computed the same way: revenue, less operating costs, less debt service, less the FF&E reserve, less any working-capital hold the documents allow. A low-season quarter then produces a smaller payment rather than a missed one. Investors see the calculation in the quarterly report generated from the same registry data. None of this is a promise of any level of distribution. It is a rule for how the number is computed.

Checklist before the term sheet

• Which local vehicle can hold this resort, and on what title or lease term?
• Does that vehicle hold the hotel licence, or does a separate operating company?
• Where will the investors come from, and which SPV jurisdiction serves them?
• What consents does the lender or the operator hold over a change of control?
• Is there any title dispute the structure cannot cure?

Restifi is the real estate and hospitality tokenization brand of Asset Haus. Asset Haus is a technology and infrastructure provider, not a broker-dealer, exchange, custodian or adviser. More on hotel and resort structures is on our hospitality page.

If you own or are developing a resort in one of these markets and want to test whether a tokenized SPV fits it, tell us about the asset or start with the Asset Haus Private Listing Desk.