TUPE in the UK (2026): When It Applies, Employee Liability Information and Consultation

TUPE is the set of rules that protects employees when the business they work in changes hands, or when the service they provide moves to a new contractor. If you're buying a small business, taking over a cleaning, catering or security contract, bringing a service back in-house, or you're an employee who's just been told you're "being TUPE'd", this guide explains when TUPE applies, who and what transfers, the employee liability information deadline, informing and consulting (including the small business rules that changed in July 2024), what you can and can't change afterwards, and how dismissals work, with worked examples.

Quick answer

TUPE — the Transfer of Undertakings (Protection of Employment) Regulations 2006 — applies when a business or part of one moves to a new owner (a business transfer) or a service moves between in-house and contractors (a service provision change). Assigned employees move automatically on their existing terms with continuous service. The old employer must send employee liability information at least 28 days before the transfer, and both employers must inform and consult representatives.

• Doesn't apply to share sales — the employer stays the same

• No representatives? Consult staff directly if the employer has fewer than 50 employees or fewer than 10 employees are transferring

• Failure to inform or consult: up to 13 weeks' pay per employee

• Dismissals and contract changes because of the transfer are unlawful without an ETO reason

• Employees can object, but that usually ends employment without compensation

What TUPE is and when it applies

TUPE protects employees of UK businesses whatever the size of the business. GOV.UK describes two types of protected transfer.

A business transfer happens when a business, or part of one, moves to a new employer — for example a café sold as a going concern, a manufacturer selling one product division, or certain mergers. The identity of the employer must change. That's why a share sale isn't a TUPE transfer: the buyer acquires the company that already employs the staff, so the employer stays the same and contracts continue unchanged.

A service provision change happens when activities move between a client and a contractor: a business contracts out a service it used to do in-house (outsourcing), a contract passes from one contractor to another (retendering), or a client brings the work back in-house (insourcing). There must be an organised group of employees in Great Britain whose principal purpose is carrying out those activities for the client. GOV.UK confirms that contracts wholly or mainly for supplying goods, and work for a single specific event or a short-term task, are excluded. Typical service provision changes involve cleaning, security, catering, facilities management, IT support and payroll bureaux.

Does TUPE apply?

Situation	TUPE?	Why
You buy a shop's assets, lease and goodwill and keep trading	Usually yes	Business transfer — the employer changes
You buy all the shares in the company that owns the shop	No	Same employer; only the owners change
Office cleaning moves from Contractor A to Contractor B	Usually yes	Service provision change (retendering)
A firm brings its outsourced payroll back in-house	Usually yes	Service provision change (insourcing)
One-off contract to staff a single conference	No	Single event or short-term task
Contract mainly for supplying goods, such as stationery	No	Goods supply is excluded
Business closes and assets are sold off piecemeal	Usually no	No economic entity continues

You buy a shop's assets, lease and goodwill and keep trading

TUPE?

Usually yes

Why

Business transfer — the employer changes

You buy all the shares in the company that owns the shop

TUPE?

No

Why

Same employer; only the owners change

Office cleaning moves from Contractor A to Contractor B

TUPE?

Usually yes

Why

Service provision change (retendering)

A firm brings its outsourced payroll back in-house

TUPE?

Usually yes

Why

Service provision change (insourcing)

One-off contract to staff a single conference

TUPE?

No

Why

Single event or short-term task

Contract mainly for supplying goods, such as stationery

TUPE?

No

Why

Goods supply is excluded

Business closes and assets are sold off piecemeal

TUPE?

Usually no

Why

No economic entity continues

GOV.UK notes that transfers within public administration are usually not covered, though public sector staff get similar protection through government policy. TUPE also has special rules in insolvency: employees are unlikely to be protected where the business is simply closing, but TUPE normally applies where it's being rescued and sold.

Who transfers and what transfers with them

Only employees assigned to the organised grouping that's transferring move across. Someone who spends most of their time on the transferring contract usually transfers; someone who does a little work on it alongside other duties usually doesn't. Where it's unclear, look at the time spent, the value given to each part of the business, the contract terms and how the cost was allocated. Agency workers and the genuinely self-employed don't transfer, although GOV.UK requires employers to tell representatives how many agency workers are used and what they do.

On the transfer date, the employment contracts move to the new employer as if they'd always been made with it. GOV.UK lists what transfers: all existing terms and conditions; continuous employment, with the original start date preserved; holiday entitlement; collective agreements made before the transfer; and liability for the old employer's past failures, including discrimination claims that arose before the transfer. Criminal liabilities don't transfer.

Pensions are the main exception. Rights already earned under an occupational pension scheme are protected, but GOV.UK confirms the new employer doesn't have to provide an identical scheme. The Pensions Act 2004 does require the new employer to offer a minimum level of future pension provision to employees who were in, or eligible for, an occupational scheme with employer contributions, and automatic enrolment duties apply as normal — see our auto-enrolment guide. Take pensions advice early in any transfer involving a defined benefit scheme.

Employee liability information (ELI)

The outgoing employer — the transferor — must give the incoming employer — the transferee — written information about every transferring employee at least 28 days before the transfer. GOV.UK says it normally includes each employee's name and age, the main particulars of employment from their written statement, any disciplinary action and grievances in the last two years, any legal action brought in the last two years, and any action the employer reasonably believes they might bring. Information about collective agreements that apply also forms part of it.

The information has to be updated if anything changes before the transfer. If the outgoing employer fails to provide it, the new employer can bring a tribunal claim for compensation, so buyers and incoming contractors should chase it and record when it arrived. In practice, commercial contracts and sale agreements also contain warranties and indemnities about the accuracy of the information, which matter more than the statutory minimum for anything significant.

From the employer's side, ELI is also a data protection exercise. Share only what the regulations require and what's needed for due diligence, anonymise where you can before the deal is certain, and transfer data securely.

Informing and consulting before the transfer

Both employers have duties to inform, and to consult if they plan measures — any action, reorganisation or change that will affect employees. The duty covers all affected employees, not just those transferring: staff who stay behind with the old employer, or existing staff at the new employer whose work will change, may be affected too.

Information and consultation duties

Step 1

Transferee plans measures

tells transferor in writing

Step 2

Identify representatives

union, existing, elected — or direct

Step 3

Inform

when, why, implications, agency workers

Step 4

Consult on measures

with a view to agreement

Step 5

Transfer date

ELI 28 days before

Long enough before the transfer to allow consultation, the employer must tell representatives, according to GOV.UK, that the transfer is going to happen, when and why; its legal, economic and social implications for affected employees; whether any measures are planned; and the number of agency workers it uses and the type of work they do. The outgoing employer must also pass on any measures the incoming employer plans, so the incoming employer has to share its plans in good time. Where measures are proposed, the employer must consult with a view to seeking agreement and consider and respond to representations.

There's no fixed minimum period in TUPE itself. That's different from collective redundancy consultation, but if the incoming employer is proposing 20 or more redundancies at one establishment, the separate rules on collective consultation and form HR1 apply too — see our redundancy process guide.

Who you consult: unions, elected representatives or employees directly

If a trade union is recognised for the affected staff, consult its representatives. Otherwise use existing employee representatives with authority to be consulted about the transfer, or arrange an election. GOV.UK says the employer should make the election fair, decide the number of representatives and whether they represent the whole workforce or groups, set their term of office, and make sure voting is secret where reasonably practicable and counted accurately. Elected representatives have the same protections as union representatives.

The small business rules: direct consultation

This is the part many guides get wrong. Before 1 July 2024, only micro-businesses with fewer than 10 employees could inform and consult employees directly when there were no representatives. For transfers on or after 1 July 2024, GOV.UK says direct consultation is allowed where there are no existing representatives and either the employer has fewer than 50 employees, or fewer than 10 employees are transferring. In those cases you can skip the election and inform and consult each affected employee individually — though you still have to do it properly.

TUPE consultation at a glance

28 days

ELI deadline

before the transfer

fewer than 50 employees

Direct consultation — employer size

if no representatives

fewer than 10 employees

Or — number transferring

transfers from 1 July 2024

13 weeks' pay

Maximum award per employee

uncapped weekly pay

The cost of getting it wrong

If an employer fails to inform or consult, representatives — or affected employees where there were none — can claim. The tribunal can award whatever it considers just and equitable, up to 13 weeks' pay for each affected employee, and The Gazette notes there's no statutory cap on the week's pay. The outgoing and incoming employers can be jointly and severally liable for the award, which is why sale agreements and outsourcing contracts allocate the risk with indemnities. If the outgoing employer couldn't consult because the incoming employer withheld information about its measures, the tribunal can order the incoming employer to pay.

Changing terms and conditions after a TUPE transfer

This is the rule that most often frustrates buyers. GOV.UK says that before the transfer, terms can't normally be changed to match the new employer, even with the employees' agreement, and after the transfer the new employer can't change terms because of the transfer itself. A change whose sole or principal reason is the transfer is void.

Changes are possible in limited cases: where the contract already allows the change, such as a genuine mobility or flexibility clause; where there's an economic, technical or organisational (ETO) reason entailing changes in the workforce and the employee agrees; or where the change improves terms and the employee agrees. Changes to terms derived from collective agreements can be renegotiated after a year, provided the overall change isn't less favourable. Simply wanting to harmonise transferred staff onto your existing terms isn't enough on its own.

Employers sometimes try to get round this by dismissing and re-engaging on new terms. That's high-risk under TUPE already, and the government's timeline lists new protections against "fire and rehire" from January 2027, which will make dismissing staff for refusing contract changes automatically unfair in most cases. Plan any harmonisation carefully and take advice.

Dismissals, redundancies and objecting to the transfer

A dismissal whose sole or principal reason is the transfer is automatically unfair. If there's an ETO reason entailing changes in the workforce — for example, after taking over a contract the new employer genuinely needs fewer staff, or a different structure — the dismissal can be fair, usually as redundancy, provided a fair process is followed and redundancy pay is paid where due. The new employer can't make people redundant simply because they transferred.

The protection against unfair dismissal in TUPE cases currently depends on the normal qualifying period of 2 years. For dismissals from 1 January 2027 that falls to 6 months, and transferred employees keep their continuous service, so most transferred staff will be protected. See our unfair dismissal guide.

Employees can object to transferring. GOV.UK says that's treated as resigning: employment ends at the transfer, no notice is needed, and the employee usually gets no unfair dismissal or redundancy pay. The exception is where the transfer involves, or would involve, a substantial change in working conditions to the employee's material detriment — for example a move to a site two hours away — in which case the employee can resign and claim they were dismissed.

Worked example: a cleaning contract changes hands

A property management company awards the cleaning contract for its Manchester office block to Contractor B, a cleaning firm with 30 employees, from 1 February 2027. Contractor A has eight cleaners who spend all their working time on that building, each earning £420 a week. Neither firm recognises a union, and there are no existing employee representatives.

This is a service provision change, so the eight cleaners transfer automatically to Contractor B on their existing terms and service. Because Contractor A has more than 50 employees but only eight employees — fewer than 10 employees — are transferring, it can inform and consult the eight cleaners directly instead of running an election. Contractor B has fewer than 50 employees, so it can consult its own affected staff directly too.

Cleaning contract TUPE timeline

1 Dec 2026

Contract awarded to Contractor B; Contractor A identifies the eight assigned cleaners

8 Dec 2026

Contractor B tells Contractor A its measures: moving evening shifts 30 minutes later

Mid-Dec 2026

Contractor A writes to each cleaner and holds one-to-one meetings

4 Jan 2027

Last day for employee liability information (28 days before transfer)

January 2027

Contractor B consults the cleaners on the shift change; one objects on childcare grounds

1 Feb 2027

Transfer date — contracts, service and holiday move to Contractor B

The shift change is a measure, so it has to be consulted on. A 30-minute change might be possible under a flexibility clause; if not, Contractor B needs agreement and shouldn't impose it. After consultation, it agrees to keep the cleaner with childcare commitments on the old start time.

Now imagine Contractor A had simply told the cleaners on 25 January that "you're moving to B next week". A tribunal could award up to 13 weeks' pay for each of the eight cleaners: 8 × £420 × 13 = £43,680, payable by either or both contractors. Proper consultation would have cost a few hours of meetings.

Worked example: buying a café as a going concern

Priya buys the lease, equipment and goodwill of a café in Norwich from its owner, who trades through a limited company and employs five staff. She sets up her own company to run it and keeps the café open with the same staff and menu. This is an asset purchase in which the business continues, so it's a business transfer: the five employees move to Priya's company on their existing terms and service, and her company takes on any outstanding liabilities, such as unpaid holiday or a pending grievance.

Because the seller has fewer than 50 employees and no representatives, it can inform and consult the staff directly. Priya should ask for the ELI at least 28 days before completion, check the written statements and payroll records, and negotiate an indemnity in the sale agreement for pre-transfer liabilities such as holiday pay or minimum wage shortfalls. After completion, she should give each employee an updated written statement naming the new employer — GOV.UK says employees should receive one — and update payroll. If instead she'd bought the shares of the seller's company, there'd be no TUPE transfer at all, and the staff would stay employed by the same company under her ownership.

Common mistakes

Assuming small deals are exempt. Business size doesn't matter for whether TUPE applies; only the consultation method changes.

Using the old micro-business rule. For transfers from 1 July 2024 the direct consultation test is an employer with fewer than 50 employees, or fewer than 10 employees transferring — not fewer than 10 in total.

Forgetting non-transferring staff. Employees who stay with the outgoing employer can still be "affected" and must be informed.

Harmonising terms straight away. Changing pay dates, hours or benefits because of the transfer is void without an ETO reason or a contractual right.

Missing the ELI deadline. Chase it in writing and build it into the transaction timetable.

Dismissing before the transfer to make the deal easier. Pre-transfer dismissals by reason of the transfer are automatically unfair, and liability usually passes to the buyer.

TUPE checklist for employers

0/9

• Confirm whether the deal is an asset sale, share sale or service provision change
• Identify the assigned employees and agency workers
• Agree in the contract who bears pre-transfer liabilities
• Transferor sends ELI at least 28 days before transfer
• Transferee tells the transferor about planned measures in writing
• Identify representatives, run an election, or confirm direct consultation applies
• Inform and, where measures are planned, consult — long enough before the transfer
• Check pensions and auto-enrolment duties
• Issue updated written statements and update payroll after the transfer

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Official links

• Business transfers, takeovers and TUPEGOV.UK guidance
• TUPE Regulations 2006The legislation
• Acas: TUPEGuidance and helpline
• Making staff redundantIf post-transfer redundancies are proposed
• Unfair dismissal changes from 1 January 2027Six-month qualifying period

What to do next

Start with the deal structure and the list of assigned staff — those two answers decide almost everything else. Build the ELI deadline and consultation into the transaction timetable, and agree indemnities before you sign. After the transfer, update written statements using our employment contract guide and set up payroll. If you need to reduce headcount afterwards, follow the redundancy process guide and check entitlements in the redundancy pay guide. The Acas helpline on 0300 123 1100 is free.

This is general information, not legal or tax advice — confirm on the official source or with a professional.

Frequently asked questions

What does TUPE mean?

TUPE stands for the Transfer of Undertakings (Protection of Employment) Regulations 2006. When a business, part of a business or a service contract moves to a new employer, the employees assigned to it transfer automatically on their existing terms, with their continuous service, and the new employer takes on most employment liabilities.

Does TUPE apply to a share sale?

No. In a share sale the company that employs the staff stays the same; only its owners change. GOV.UK says the identity of the employer must change for a business transfer. Employees keep their contracts with the same company, so there's no TUPE transfer, although other obligations can still apply.

How much notice must employees get before a TUPE transfer?

There's no fixed number of days for informing and consulting representatives, but it must start long enough before the transfer for meaningful consultation. Separately, the outgoing employer must give the new employer employee liability information at least 28 days before the transfer.

Can terms and conditions be changed after a TUPE transfer?

Not because of the transfer itself. Changes whose sole or principal reason is the transfer are void unless there's an economic, technical or organisational (ETO) reason entailing changes in the workforce and the employee agrees, or the contract already allows the change. Harmonising terms with existing staff isn't, on its own, a valid reason.

What happens if an employer doesn't consult under TUPE?

Representatives or affected employees can claim compensation of up to 13 weeks' pay for each affected employee, based on actual pay with no weekly cap. The outgoing and incoming employers can be jointly and severally liable, so both need to get it right.

Can I refuse to transfer under TUPE?

Yes. You can object, but GOV.UK says that's normally treated as resigning: your employment ends at the transfer, usually without notice pay, redundancy pay or an unfair dismissal claim. The exception is where the transfer would involve a substantial change in working conditions to your material detriment.

Sources & verification

Figures on this page were checked against the sources below when it was last reviewed on 13 October 2026. Each rate and limit is stored once with its own official source and review date, and official update channels are monitored daily so changes are picked up. How we verify

1. 1.Business transfers, takeovers and TUPE — GOV.UK · accessed 13 October 2026
2. 2.TUPE: an overview of what businesses need to know — The Gazette · accessed 13 October 2026
3. 3.TUPE: whose liability is it anyway? — Lewis Silkin · accessed 13 October 2026
4. 4.Unfair dismissal rights (employment changes for employers) — Department for Business and Trade (business.gov.uk) · accessed 13 October 2026
5. 5.Making staff redundant — GOV.UK · accessed 13 October 2026
6. 6.Plan to Make Work Pay and Employment Rights Act: timeline update — Department for Business and Trade (GOV.UK) · accessed 13 October 2026