What Does TUPE Mean?

TUPE stands for the:

Transfer of Undertakings (Protection of Employment) Regulations 2006

TUPE is designed to protect employees when the business, undertaking or service in which they work transfers from one employer to another.

Where TUPE applies, employees will normally transfer automatically to the new employer with their existing:

• Employment contracts
• Terms and conditions
• Continuity of employment
• Employment rights

The old employer is commonly referred to as the transferor.

The new employer is known as the transferee.

A key requirement is that the identity of the employer changes.

When Does TUPE Apply?

There are two principal categories of TUPE transfer:

• Business transfers
• Service provision changes

Whether TUPE applies can be legally complex and will depend on the circumstances of the particular transaction.

Business Transfers

A business transfer can occur where:

• A Business transfers from one employer to another
• Part of a business transfers
• An Economic entity transfers and retains its identity

For example, one company might acquire an operational division from another company and continue running substantially the same business after the transfer.

The legal test does not depend simply on whether the business:

• Keeps the same name
• Keeps every customer
• Operates from exactly the same premises

The Tribunal considers the overall circumstances and whether the transferred economic entity retains its identity.

Relevant factors can include:

• Type of business
• Transfer of assets
• Transfer of employees
• Transfer of customers
• Similarity of activities before and after the transfer
• Any interruption in activities

Different factors can carry greater weight depending on the type of business.

Does TUPE Apply to a Share Sale?

Usually, no.

If the shares in a company are sold, the company itself normally remains the employer.

For example, if all the shares in Company A are bought by another business, employees may continue to be employed by Company A.

The ownership of the company has changed, but the legal identity of the employer has not.

TUPE will therefore not normally apply merely because company shares have changed ownership.

Different issues can arise if the transaction also involves transferring a business or employees between separate legal entities.

What About an Asset Sale?

The fact that assets are sold does not by itself determine whether TUPE applies.

For example, selling a piece of machinery on its own is unlikely to amount to a TUPE transfer.

However, an asset sale could form part of a wider transfer of an economic entity.

The Tribunal will consider what has actually transferred and whether a business or identifiable part of a business has retained its identity.

Service Provision Changes

TUPE can also apply to certain changes in service providers.

These are known as service provision changes.

They can arise where:

• Work previously carried out in-house is outsourced to a contractor
• An outsourced contract moves from one contractor to another
• Outsourced work is brought back in-house

Common examples can involve:

• Cleaning
• Catering
• Facilities management
• Security
• IT support

Does Every Change of Contractor Trigger TUPE?

No.

There are specific statutory requirements.

Among other things, there will usually need to be an organised grouping of employees in Great Britain whose principal purpose is carrying out the relevant activities on behalf of the client.

The activities carried out after the change must also remain fundamentally the same.

TUPE service provision rules will not normally apply where the contract is principally:

• For the supply of goods for the client's use
• For a single specific event
• For a short-term task of limited duration

The precise organisation of the workforce before the transfer can be important.

What Happens When TUPE Applies?

Where TUPE applies, employees assigned to the transferring business or service will normally transfer automatically to the new employer on the transfer date.

The new employer takes over the employment relationship.

This generally includes:

• Length of service
• Employment contract
• Pay
• Working hours
• Holiday entitlement
• Contractual bonuses
• Commission
• Sick-pay rights
• Contractual benefits
• Certain collective agreement rights

The employee's original start date is normally preserved.

There is no break in continuity merely because the employer has changed.

What Happens to Existing Employment Claims and Liabilities?

TUPE can also transfer liabilities connected with the employment relationship.

For example, the new employer may potentially inherit liability relating to matters that occurred before the transfer, such as:

• Unpaid wages
• Unpaid holiday
• Contractual claims
• Discrimination claims
• Certain other employment liabilities

The precise allocation of liability can depend on the statutory rules and circumstances.

Commercial agreements between the old and new employers can allocate financial responsibility between them, but those arrangements do not necessarily remove an employee's statutory rights.

What Happens to Pension Rights?

Pensions are a special area under TUPE.

Pension rights already built up before the transfer remain protected.

However, rights relating to an occupational pension scheme do not necessarily transfer in exactly the same way as ordinary contractual terms.

The new employer does not always have to provide an identical occupational pension arrangement.

Different rules can apply depending on whether the employee has:

• A Personal pension
• A Workplace pension
• Contractual pension rights

For example, where the old employer was contractually required to contribute to a personal pension, that contractual contribution obligation can transfer.

Occupational pension arrangements require separate consideration under TUPE and pensions legislation.

What if TUPE Does Not Apply?

If TUPE does not apply, your employment does not automatically move to another legal employer under the TUPE Regulations.

A transfer of your employment would normally need to be agreed contractually.

This might involve an agreement between:

• You
• Your Existing employer
• The Proposed new employer

If preserving continuity of employment is important, this should be expressly dealt with.

You should not assume that statutory continuity will automatically be preserved merely because all parties agree that you will start working for another employer.

Can My Terms and Conditions Be Changed Before a TUPE Transfer?

TUPE contains significant protection against changes made because of a transfer.

Before the transfer, an employer cannot normally change transferring employees' terms simply to harmonise them with the terms offered by the new employer.

This can be the case even where an employee appears to agree to the transfer-related change.

For example, an employer should not simply reduce:

• Pay
• Holiday
• Benefits

so that the employee transfers on the same package as the transferee's existing workforce.

Can My Terms Be Changed After the Transfer?

The new employer cannot normally change your terms simply because the TUPE transfer has taken place.

There are, however, circumstances in which changes can lawfully be agreed.

These can include where:

• The Change improves your terms and conditions
• There is a valid economic, technical or organisational reason involving a change in the workforce
• An Existing contractual provision lawfully permits the change
• The Main reason for the change is unrelated to the transfer

What is an ETO Reason?

ETO stands for:

Economic, Technical or Organisational

A transfer-related contractual change can potentially be agreed where there is an ETO reason involving a change in the workforce.

Economic Reasons

These can relate to the financial performance or economic needs of the business.

For example:

• Essential cost-saving requirements

Technical Reasons

These relate to matters such as:

• New equipment
• New technology
• New working processes

Organisational Reasons

These relate to the structure or organisation of the business.

For example:

• Restructuring
• Changes to roles
• Changes to reporting structures

The ETO reason must involve an appropriate change in the workforce.

This can include matters such as:

• Redundancies
• Job role changes
• Organisational restructuring
• Workplace relocation

The employee will also normally need to agree to the contractual change.

Can the New Employer Harmonise Everyone's Contracts?

Generally, the new employer cannot worsen transferred employees' terms merely because it wants all employees to have identical contracts.

This is commonly known as harmonisation.

For example, administrative convenience alone will not usually justify reducing a transferred employee's holiday entitlement to match the new employer's existing staff.

However, the employer can improve transferred employees' terms if the employees agree.

For example, it might increase their annual leave so that it matches the more generous entitlement of the existing workforce.

Transferred employees do not have an automatic right to receive all better terms enjoyed by existing employees.

Can Terms in a Collective Agreement Change?

Collective agreements in force before the transfer can also transfer.

After one year, certain terms derived from collective agreements can be renegotiated, provided the changes are no less favourable overall to the employee.

Special rules apply where collective bargaining arrangements change after the transfer.

Can I Be Dismissed Because of a TUPE Transfer?

TUPE provides significant protection against transfer-related dismissal.

A dismissal can be automatically unfair where the sole or principal reason is the transfer itself and there is no qualifying ETO reason involving changes in the workforce.

However, an employer can potentially dismiss an employee where there is a genuine:

• Economic
• Technical
• Organisational

reason involving changes in the workforce.

The normal rules concerning fair dismissal will still need to be considered.

For further guidance, see Unfair Dismissal.

Can There Be Redundancies After a TUPE Transfer?

Yes.

TUPE does not mean that transferred employees can never be made redundant.

Where the redundancy is related to the transfer, the new employer will normally need both:

• A Genuine redundancy situation
• An ETO reason involving changes in the workforce

Examples can include:

• Fewer roles being required
• Business restructuring
• Workplace relocation
• New technology reducing staffing requirements

A fair redundancy process will still be required.

For further information, see Redundancy.

Can Redundancy Consultation Start Before the Transfer?

Potentially.

Where the new employer expects 20 or more redundancies after the transfer, collective redundancy consultation may in certain circumstances begin before the transfer where the old and new employers agree to the required arrangements.

However, transferred employees should not normally be selected and dismissed by the new employer before they have transferred.

What if I Do Not Want to Work for the New Employer?

You can object to transferring.

You should tell your existing employer, preferably in writing, before the transfer.

If you simply object to transferring, your employment will normally end when the transfer takes place.

This is generally treated similarly to a resignation.

You will not usually be entitled to:

• Redundancy pay
• Unfair dismissal compensation

merely because you did not want to work for the new employer.

Do I Have to Work My Full Notice if I Object?

Not necessarily.

Where you object under TUPE, employment will generally terminate on the transfer date.

If your contractual notice period would have extended beyond the transfer date, your employer will not necessarily be required to pay you for the remaining notice period merely because you objected to the transfer.

What if the Transfer Makes My Working Conditions Substantially Worse?

Different rules can apply where the transfer involves a substantial change in working conditions to your material detriment.

For example, this could potentially arise where:

• Your Workplace moves a substantial distance
• Your Working conditions become significantly worse

In appropriate circumstances, an employee may be able to terminate their employment and treat the situation as a dismissal.

A potential Constructive Dismissal or TUPE dismissal claim may also need to be considered depending on the facts.

You should distinguish this situation from simply deciding that you do not want to work for the new employer.

What Information Must Employees Be Given About a TUPE Transfer?

Before the transfer, the old and new employers have statutory information and consultation obligations.

Affected employees or their appropriate representatives must be informed about relevant matters.

This includes:

• The Fact that the transfer is taking place
• The Proposed date
• The Reason for the transfer
• The Legal implications
• The Economic implications
• The Social implications
• Any Measures the employer expects to take
• Relevant measures proposed by the new employer
• Relevant agency worker information

Measures are changes that may affect employees.

Examples can include:

• Changes to working hours
• Changes to workplace
• Changes to job descriptions
• Changes to salary payment dates
• Potential redundancies
• Changes to working patterns

Even where no measures are proposed, employees or representatives must still be informed about the transfer.

Who Must the Employer Inform and Consult?

Where there is a recognised trade union, the employer should normally inform and consult the recognised union representatives.

Where there is no recognised trade union, appropriate employee representatives will normally be required.

These may already exist or may need to be elected.

However, the law now permits direct consultation in some smaller transfers.

When Can the Employer Consult Employees Directly?

For transfers taking place on or after 1 July 2024, an employer can inform and consult affected employees directly, where there are no existing appropriate representatives, if either:

• The Employer has fewer than 50 employees
• Fewer than 10 employees are transferring

In larger transfers where neither condition applies and there are no existing appropriate representatives, the employer will normally need to arrange an election.

Is There a Minimum Consultation Period?

TUPE itself does not prescribe a fixed minimum number of days for ordinary information and consultation.

The employer must allow sufficient time to:

• Provide the required information
• Conduct meaningful consultation before the transfer

The process should therefore begin early enough to be genuine and effective.

If redundancies are also proposed, separate collective redundancy consultation deadlines may apply.

What Does Consultation Mean?

Consultation involves more than simply telling employees what has already been decided.

Where measures are proposed, the employer should:

• Explain the proposals
• Listen to representatives or employees
• Consider their views genuinely
• Seek agreement where appropriate

Consultation does not mean that employees have a right to veto the transfer.

What if the Employer Fails to Inform or Consult?

A failure to comply with TUPE information or consultation duties can result in an Employment Tribunal claim.

Depending on the circumstances, liability can fall on:

• The Old employer
• The New employer
• Both

The Tribunal can award compensation of up to:

13 weeks' uncapped gross pay for each affected employee

This is distinct from the protective award available for failure to conduct statutory collective redundancy consultation.

The two regimes should not be confused.

Who Can Bring the Claim?

Depending on the circumstances, a complaint can potentially be made by:

• A Recognised trade union
• Elected employee representatives
• Affected employees

The appropriate claimant will depend on how employees were represented and which duty was breached.

What is the Time Limit?

As at 10 September 2026, most Employment Tribunal claims, including relevant TUPE information and consultation complaints, fall within the current:

3 months minus 1 day

limitation regime.

The precise starting point depends on the particular TUPE complaint.

For a failure to inform or consult in connection with the transfer, the transfer date will normally be central to calculating the deadline.

You should normally notify Acas within the applicable limitation period before bringing a Tribunal claim.

From 1 October 2026, the limitation period for the majority of Employment Tribunal claims increases to:

6 months minus 1 day

where the relevant time limit starts on or after that date.

For further guidance, see Time Limits and Tribunal Proceedings.

Is There a Special Circumstances Defence?

Potentially.

An employer may seek to rely on a special circumstances defence where circumstances made full compliance with the information or consultation obligations genuinely impracticable.

This is a narrow defence.

The employer should still take all reasonably practicable steps to comply as far as possible.

The fact that a transfer happened quickly or that the employer was under commercial pressure will not automatically establish special circumstances.

What is Employee Liability Information?

The old employer must also provide specified information about transferring employees to the new employer.

This is known as:

Employee Liability Information

It can include matters such as:

• Employee identity and age
• Employment particulars
• Disciplinary information
• Grievance information
• Relevant legal claims
• Collective agreements

The old employer must normally provide this information at least:

28 days before the transfer

and keep it accurate and up to date.

If it fails to provide the required information properly, the new employer may potentially bring an Employment Tribunal claim.

This obligation is between the old and new employers and is separate from the duty to inform and consult employees.

Do Restrictive Covenants Continue After a TUPE Transfer?

Potentially, yes.

Because contractual terms generally transfer under TUPE, existing post-termination restrictions can also transfer to the new employer.

These can include:

• Non-competition clauses
• Non-solicitation clauses
• Non-dealing clauses
• Non-poaching provisions

For further guidance, see Restrictive Covenants.

Can the New Employer Rewrite the Restrictive Covenants?

A new employer may want restrictions to reflect:

• Its Own customers
• Its Own business
• Its Own confidential information

However, it cannot simply worsen or rewrite transferred contractual restrictions because the transfer has taken place.

Any proposed change must be considered under the TUPE rules governing contractual variations.

Even where a revised restrictive covenant is contractually valid, it must still satisfy the ordinary legal rules concerning enforceability of post-termination restraints.

What Should I Check if I Am Affected by a TUPE Transfer?

If you are told that your employment may transfer, it can be useful to establish:

• Why TUPE is said to apply
• Which employees will transfer
• The Proposed transfer date
• What terms will transfer
• What measures are proposed
• Whether redundancies are expected
• Whether your workplace will change
• What will happen to your pension
• What consultation arrangements apply

You should also keep copies of relevant documents including:

• Your Employment contract
• Pay details
• Bonus arrangements
• Holiday records
• Pension information
• Relevant policies
• Information provided during consultation

TUPE disputes can become complicated where there is disagreement about whether a transfer exists, which employees are assigned to it or whether proposed changes are genuinely transfer-related.