TUPE: a transfer guide for UK employers 

When change is happening in a business, you want to protect employees and keep them on your side. So what is TUPE? TUPE stands for Transfer of Undertakings (Protection of Employment) Regulations 2006, protecting employees when a business, part of a business, or some services of a business transfer from one employer to another.  

TUPE can apply when a business is sold, a contract moves to a new provider, or when a service is either outsourced or brought back in-house. However, it’s worth pointing out that TUPE only applies to an acquisition, restructure, or outsourcing when specific legal requirements are met.

Employees who have been assigned to the transferring operation move automatically to the new employer, with employment contracts and continuity of service protected.

A well-managed transfer starts with the decisions about what to do next:

• Identify if TUPE applies.
• Establish who is transferring.
• Understand employment liabilities involved.
• Plan the information and consultation process.
• Decide if any redundancies or changes are required.

Establish whether TUPE applies as soon as possible, because it determines what happens to employees as well as what new and outgoing employers need to do. HR needs to involve employment specialists early. Whether or not a transaction amounts to a TUPE transfer can depend on specific facts, especially during service provision changes.

There are two broad types of TUPE:

1. A business transfer, where a business or part of a business moves from one employer to another, including mergers of two companies forming a brand new company. 

2. A service provision change, where responsibility for a service moves between providers, such as outsourcing, re-tendering, or bringing a service back in-house. 

It’s worth noting that employees aren’t protected under TUPE if the contract is:

• For the supply of goods for the company’s use, such as a restaurant changing food suppliers.
• For a single event or short-term task, like a catering company being used for a large corporate event.

It’s only employees who are identified as providing the service being transferred that are protected.

Employees that work for the part of the business that’s transferring should transfer automatically, so the employer can’t just select the employees they would prefer.

For the incoming employer, this makes workforce due diligence particularly important, as it’s about understanding the employment liabilities attached to the people becoming your employees – not just headcount.

Employment liabilities can include:

• Salary and contractual benefits.
• Working hours and locations.
• Holiday entitlement.
• Bonus arrangements.
• Any enhanced contractual leave or redundancy terms.
• Disciplinary and grievance matters.
• Employment tribunal claims.
• Existing flexible working arrangements.
• Recognition of trade union involvement.
• Pension arrangements.
• Any proposed changes that could affect employees after the transfer.

Before committing to a transfer, Acas recommends considering all these issues, including potential cost, whether there’ll be enough work for transferring employees, and whether there could be a need for redundancies after the transfer.

For the outgoing employer, the priorities are different. There is a need to establish who is transferring, what information must be provided, and to support transferring employees and those who remain behind.

This last point is easy to overlook. A transfer can unsettle the wider workforce, particularly when there is uncertainty around who’s staying, who’s leaving, or what the transaction means for their own roles. This is when a structured approach to wider organisational change can help to smooth the pathways for all concerned.

The outgoing employer must provide employee liability information (ELI), which gives the incoming employer important information about the employees who are transferring. This information covers their identity and age, written employment particulars, certain disciplinary and grievance information from the past two years, relevant collective agreements, and some claims or potential claims.

Under current legislative guidance from Acas, the outgoing employer must securely provide accurate and up-to-date ELI at least 28 days before the transfer date. This legislation must be checked alongside the current Acas guidance, because the TUPE framework has been amended over time.

As for the incoming employer, ELI isn’t just a box-ticking exercise but a vital part of the risk assessment. Compare the information provided against due diligence undertaken. If something doesn’t match, this should be investigated before completion. A discrepancy over holiday, pay, bonus arrangements, or an existing employee claim can become both a financial and operational problem after the transfer. 

One of the most important operational distinctions under TUPE is between consulting and announcing any changes. They are not the same thing. Outgoing and incoming employers are obliged to inform affected employees and their representatives about the transfer. This information should cover things like why the transfer is taking place, when it’s going to happen, any measures that will affect employees, and legal, economic, and social implications.

Consultations go further. If there are measures that will directly affect employees, employers must consult with the employee representative. That means gauging views, considering suggestions, and trying to reach an agreement. Employers should give representatives the opportunity to meet employees, carefully consider their responses, and explain why suggestions are rejected if agreements can’t be reached.

Early on, HR should establish:

• Who is affected?
• Is there a recognised trade union?
• Are appropriate employee representatives already in place?
• If not, do representatives need to be elected?
• Are there measures that require consultation?
• What information does each employer need to provide?
• What is the timetable for meetings, questions, and responses?

TUPE regulations have a way of changing regularly, so if you’re using older TUPE checklists, be aware that from 1 July 2024, employers can consult employees directly in certain circumstances if there are no appropriate representatives. This applies if the employer has fewer than 50 employees or fewer than 10 employees transferring, provided other conditions are adhered to in Regulation 13A.

Where those conditions don’t apply and there are no representatives, the employer needs to arrange an election of employee representatives. Don’t assume that the historical “10 employees or fewer” TUPE checklist is still sufficient. It’s worth keeping a close eye on Acas’ current guidance during the TUPE process.

A common mistake is to assume there is a statutory number of weeks for any TUPE consultation. There isn’t.  Employers must start the process early enough in order to meet their duties and allow enough time for meaningful consultations before the transfer.

The right length of time will depend on the complexity of the transfer, the number of employees involved, whether representatives need to be elected, the number of measures proposed, and whether redundancies are being considered.

The transfer date isn’t the point when HR starts communicating the change. The process involving staff needs to run alongside the commercial transaction.

It should be straightforward – employees transfer to the new employer with their existing employment terms, with continuity of employment preserved. The employee doesn’t start as a new hire. Their length of service transfers with them, as does their employment contract with its T&Cs.

This creates an important limitation for incoming employers. You can’t use the transfer as a way of transferring employees onto your standard employment contract, just because it’s more convenient for your business.

TUPE restricts those changes where the reason for the change is the transfer itself. Acas states that contractual changes connected with the transfer can be made in limited circumstances, including if they improve terms, if there is an economic, technical, or organisational reason involving a change in the workforce, or if an existing contractual right allows the change.

Also, there isn’t an expiry date after which these TUPE protections disappear. The protection around transfer-related contractual changes can stay in place long after the transfer.

For business leaders, this is why integration plans need to distinguish between:

• Those changes that are required because the business genuinely needs to operate differently.
• Changes being made simply because employees have transferred.

Pensions are a separate consideration, because they don’t transfer in the same way as other contractual terms.

An employee’s pension rights built up before the transfer are protected, but it depends on the type of pension involved as to whether the pension arrangement itself can be transferred. Most workplace pension schemes are exempt from TUPE in the same way as ordinary contractual terms, although the incoming employer may have pension obligations of its own.

Pensions should therefore form part of the financial and employment due diligence, rather than being left until the last step of the integration.

If a change is happening, neither the incoming nor outgoing employers can make staff redundant if the reason for redundancy is the transfer itself. It’s an area where poorly organised transfers can lead to significant legal and employee relations risk, so it’s worth having the most up-to-date intel on this.

Once the transfer has gone through, redundancies connected with the transfer are possible but there must be both a genuine redundancy situation and an economic, technical, or organisational (ETO) reason for making a change amongst the workforce.

An economic reason could be making essential cost savings, a technical reason could be introducing new processes or technology that automates a lot of the work, and an organisational reason could be a complete restructure of the workforce.

The crucial point to remember here is that an ETO reason must involve a change in the workforce. This is where outplacement and its benefits can come in handy, as it forms part of that wider transition strategy.

Redundancy consultations can start before the transfer in certain circumstances. If 20 or more redundancies are being considered, redundancy consultations can begin before the TUPE if the outgoing and incoming employers agree. But employees can’t be selected for redundancy before the transfer happens, just because the new employer wants to remove them from their positions.

The fact that redundancy consultations can start before the transfer doesn’t remove the need to establish a genuine redundancy situation, identify the correct employer responsibilities, and follow the right consultation process. The latest ONS figures show why this matters. In April to June 2026, there were an estimated 106,000 redundancies: that’s a redundancy rate of 3.6 per 1,000 employees.

For the HR department, it indicates that TUPE and redundancy can’t be treated as separate workstreams.

If roles genuinely disappear after a transfer, the company should consider redeploying staff where appropriate before dismissing them. Where redundancies are necessary, the way people exit the business matters too. Careerminds’ 2025 Improving Career Transition Report found that over half of HR leaders had experienced morale loss, brand damage, and declining trust following poorly handled redundancies. 

Being a complex subject that is ever shifting, errors can happen. Be aware of the following:

• Deciding too late whether TUPE applies

If the legal status of the transfer is left until the deal is nearly done and dusted, there will be too short a time to identify transferring employees, gather ELI, and organise meaningful consultation. Instead, establish the TUPE position early during due diligence, and build the people timetable into the transaction timetable.

• Treating the consultation as a communication exercise

Sending out an announcement about what is happening isn’t the same as a consultation. Instead, identify the measures, explain them clearly, create genuine opportunities for feedback, and document how representations are considered.

• Underestimating employee liability

The incoming employer may focus on salary and headcount, while overlooking historic claims, contractual benefits, collective agreements, or informal arrangements. Treat ELI and wider employment due diligence as financial risk management.

• Assuming contracts can be harmonised

It’s tempting to put everyone onto the same terms as an incoming employer. TUPE can make that very complicated. Instead, identify contractual differences before the transfer and obtain specialist advice before proposing any changes.

• Planning redundancies before understanding the ETO position

A desire to reduce headcount isn’t automatically an ETO reason. Before selecting roles for redundancy, establish the genuine business rationale, the workforce change involved, and the correct consultation process.

• Forgetting the people who are staying

Employees who don’t transfer will feel a lack of stability or clarity about their own future. Keep communicating with them while managing the wider organisational change.

• Treating day one as the finish line

The legal transfer may happen on one date, but integration doesn’t. The new employer still needs to help transferring employees to understand their new organisation, leadership structure, systems, policies, and work culture. Similarly, existing employees need to understand how their new colleagues fit into the day-to-day life of the organisation. For staff who leave rather than transfer, effective offboarding and transition planning can make all the difference.

The question for leadership teams isn’t, “are we compliant with TUPE?” but, “how will employees experience this transfer, and have we planned for that deliberately?”

Please note that this article provides general information for UK employers and is not legal advice. TUPE can be fact-specific, so employers should take appropriate legal advice with regards to their individual circumstances before acting.