CIPD guide to TUPE transfers

A TUPE transfer can happen when a business moves from one employer to another, or when responsibility for delivering a service changes.

For HR professionals, managers and business leaders, understanding the TUPE process is essential. Getting it right helps safeguard employees’ rights, protect continuity of employment and reduce the risk of tribunal claims.

This CIPD guide to TUPE transfers explains when TUPE applies, what employers must do, how transferring employees are protected and what HR teams should consider before, during and after a transfer.

Key takeaways

• TUPE stands for the Transfer of Undertakings Protection of Employment Regulations 2006.
• TUPE protects employees during either a business transfer or a change in service provision.
• Where TUPE applies, employees usually transfer automatically to the incoming employer on their existing terms.
• Employees retain continuity of employment after a TUPE transfer.
• Most employment rights transfer automatically to the new employer.
• Employee liability information must usually be provided at least 28 days before the transfer.
• Employers must inform and, where appropriate, consult employee representatives about the transfer.
• Changes to employment terms linked to the transfer are usually restricted.
• Employees cannot usually be dismissed solely because of a TUPE transfer.
• The outgoing and incoming employers should manage due diligence, communication, and integration carefully.

What is TUPE?

TUPE is the common name for the Transfer of Undertakings Protection of Employment Regulations 2006.

The regulations are designed to protect employees when a business, part of a business or service moves from one employer to another.

In simple terms, TUPE helps ensure employees do not lose their employment rights just because a business moves, ownership changes or a new contractor takes over a service.

TUPE can apply when:

• A business is sold.
• Part of a business is transferred.
• A contract is outsourced.
• A service is brought back in-house.
• A service moves from one contractor to another.
• A merger or restructure involves a relevant transfer.

CIPD explains that TUPE applies to a relevant transfer, which may be a business transfer, a change in service provision, or both.

Why TUPE matters for HR professionals

TUPE is one of the more complex areas of employment law.

It matters because the regulations affect:

• It matters because the regulations affect:
• Continuity of employment
• Redundancy pay
• Employee consultation
• Employee liability information
• Contractual liabilities
• Dismissal risk
• Changing contracts
• Workforce integration
• Due diligence
• Post-transfer management

For HR professionals, the role is not only to understand the law. HR must also support communication, manage people-related risks, advise leaders, and help employees feel informed amid uncertainty.

A successful TUPE process combines legal compliance with good employee relations, clear planning and thoughtful cultural integration.

When does TUPE apply?

TUPE applies when there is a relevant transfer.

A relevant transfer is usually one of two things:

• A business transfer
• A service provision change

In some cases, both may apply.

Business transfers

A business transfer happens when a business, or part of a business, moves from one employer to another and the economic entity retains its identit

An economic entity means an organised grouping of people and resources that carries out an economic activity.

For TUPE to apply, the business must remain fundamentally the same after the transfer.

Common examples include:

• A company sells part of its operations to another company.
• A business unit moves to a new owner.
• A manufacturing site transfers with employees, assets and customers.
• A merger involves part of a business being acquired by another employer.

The key question is whether the business keeps its identity after the transfer.

Service provision changes

A service provision change happens when responsibility for delivering a service moves between organisations.

Common examples include:

• A service is outsourced to a contractor.
• A service is brought back in-house.
• A contract moves from one service provider to a new contractor.
• A facilities, cleaning, catering, security or IT support contract changes provider.

For a service provision change to fall under TUPE, there must usually be an organised grouping of employees whose principal purpose is carrying out the activities being transferred.

TUPE is less likely to apply where the work is a single event or short term task, such as a one-off conference or temporary project. Acas confirms that TUPE can apply to service provider changes where there is an organised grouping of employees, but not normally to a single event or short-term task.

When TUPE may not apply

TUPE does not apply to every commercial change.

It may not apply where:

• It may not apply where:
• There is no service provision change.
• The economic entity does not retain its identity.
• There is no organised grouping of employees.
• The work is a single event or short-term task.
• The activities before and after the transfer are not fundamentally the same.
• The change is a share sale, and the legal employer remains the same.

TUPE does not usually apply to a share sale because the employees remain employed by the same company. The company's ownership may change, but the employer’s legal identity does not.

This is why early due diligence is important. Employers should identify whether TUPE applies before making promises, changing structures or communicating final decisions to employees.

Who transfers under TUPE?

TUPE usually protects employees assigned to the transferring business or service.

This means the employer must identify which employees are genuinely connected to the transferring activity.

Factors may include:

• How much time does the employee spend on transferring work
• Their role and duties
• How the team is organised
• Who manages the employee
• Which clients, contracts or services they support
• Whether they are part of an organised grouping
• Whether their principal purpose is the transferring activity

Only employees assigned to the transferring service or business are usually protected under TUPE. Acas states that employees assigned to the business, or part of the business, that is transferring will automatically transfer with it.

This assessment can be difficult where employees work across multiple contracts or teams. HR should document the reasoning carefully and take advice in complex cases.

What happens to employees in a TUPE transfer?

When TUPE applies, transferring employees usually move automatically from the outgoing employer to the incoming employer.

This means:

• Their employment continues.
• Their existing terms usually transfer.
• Their continuity of employment is preserved.
• Most employment rights move to the new employer.
• The incoming employer usually inherits employment liabilities.
• Employees should not lose rights because of the transfer.

GOV.UK’s guidance on business transfers, takeovers and TUPE explains that TUPE regulations mean employees should not lose their existing employment rights. The new employer takes over the employees’ employment contracts, including previous terms and conditions, continuity of employment, holiday entitlement and relevant collective agreements.

This protection is central to TUPE. The purpose is not to stop business change, but to protect employees when that change happens.

Continuity of employment

Continuity of employment is preserved under TUPE.

This means an employee’s previous service with the outgoing employer carries over to the incoming employer.

Continuity can affect:

• Redundancy pay
• Unfair dismissal rights
• Notice entitlement
• Family-related rights
• Length-of-service benefits
• Internal employment rights linked to service

For example, if an employee has worked for the outgoing employer for eight years, they do not restart at zero when they transfer. Their service continues with the incoming employer.

This is important for both employee protection and employer risk planning.

Existing terms and employment rights

TUPE protects employees’ existing terms and conditions during transfers.

Employment terms may include:

• Pay
• Hours
• Holiday entitlement
• Notice periods
• Contractual benefits
• Job title
• Duties
• Place of work
• Contractual policies
• Collective agreement terms, where applicable

Most employment rights and liabilities transfer automatically to the incoming employer.

This means the incoming employer may inherit:

• Existing contracts
• Outstanding grievances
• Disciplinary matters
• Holiday pay liabilities
• Unpaid wages
• Employment tribunal claims
• Collective agreement obligations
• Some pension-related obligations

This is why due diligence and employee liability information are essential.

Employee liability information

Employee liability information, often called ELI, is information the outgoing employer must provide to the incoming employer.

It helps the incoming employer understand the workforce, employment terms and potential liabilities it will inherit.

Employee liability information usually includes:

• Employee identity and age
• Written employment particulars
• Employment terms
• Disciplinary records from the last two years
• Grievance records from the last two years
• Information about collective agreements
• Current or potential employment claims
• Other relevant employee liabilities

The outgoing employer must provide employee liability information at least 28 days before the transfer date. Acas confirms this 28-day requirement.

If employee liability information is missing, late or inaccurate, the incoming employer may be able to bring a claim. Compensation may be awarded where the outgoing employer fails to meet its obligations.

Informing and consulting employees

Employers must inform affected employees or their representatives about a TUPE transfer.

Affected employees may include transferring employees and other employees affected by the transfer or proposed measures.

Employers should usually inform recognised trade union representatives or elected employee representatives.

Information should include:

• The fact that the transfer is happening
• The proposed transfer date
• The reasons for the transfer
• The legal implications
• The economic implications
• The social implications
• Any proposed measures
• How the transfer may affect employees

Acas states that both the old and new employers must inform and consult with each other before a TUPE transfer.

Where proposed measures are planned, consultation should be meaningful. Proposed measures may include changes to working practices, reporting lines, systems, location, pay dates, benefits administration or team structure.

Failure to inform and consult can lead to employment tribunal claims and compensation.

The TUPE process

A clear TUPE process helps both the outgoing employer and incoming employer manage risk.

The key steps usually include:

• Identify the proposed business transfer or service provision change.
• Decide whether TUPE applies.
• Identify affected employees.
• Identify employees assigned to the transferring activity.
• Start due diligence.
• Exchange employee liability information.
• Plan communication with employee representatives.
• Inform and consult affected employees.
• Confirm any proposed measures.
• Prepare for the transfer date.
• Transfer employees to the new employer.
• Manage post-transfer integration.

The process should be planned early. TUPE should not be left until the final stages of a commercial project.

HR, legal, procurement, finance and operational leaders should work together so the people risks are understood before the transfer takes place.

Responsibilities of the outgoing employer

The outgoing employer is the employer transferring the business or service.

Its responsibilities may include:

• Identifying affected employees
• Identifying employees assigned to the transfer
• Providing employee liability information
• Informing employee representatives
• Consulting where required
• Sharing proposed measures from the incoming employer
• Supporting due diligence
• Keeping accurate employment records
• Managing employee questions before transfer
• Avoiding transfer-related dismissals

The outgoing employer should not assume it has no responsibility once the commercial decision is made. It can still be held responsible for failures in the TUPE process.

Responsibilities of the incoming employer

The incoming employer is the employer receiving the business, service or employees.

Its responsibilities may include:

• Reviewing employee liability information
• Identifying employment risks
• Confirming proposed measures
• Planning integration
• Preparing payroll and HR systems
• Understanding inherited liabilities
• Consulting where required
• Managing transferring employees after transfer
• Respecting existing terms
• Avoiding unlawful contract changes
• Supporting managers and teams

The incoming employer should plan carefully before the transfer date.

This includes ensuring systems, payroll, benefits, managers, and internal communications are ready.

Changing contracts after a TUPE transfer

Changing contracts after a TUPE transfer is a high-risk area.

The general rule is that changes to employment terms are usually void if the sole or principal reason is the transfer itself, unless a permitted legal exception applies.

GOV.UK’s TUPE guidance on transfers of employment contracts states that the new employer cannot change an employee’s terms and conditions if the reason is the transfer itself. Employers can only make certain changes where a permitted reason applies, such as an economic, technical or organisational reason involving changes in the workforce or workplace.

This means employers should be very careful about:

• Reducing pay
• Changing hours
• Changing holiday entitlement
• Removing benefits
• Changing duties
• Moving employees to new locations
• Harmonising terms with existing staff
• Changing contractual policies

Harmonising terms simply to make all employees match after a transfer is often risky.

Employers should take specialist advice before changing contracts, even where employees appear willing to agree.

Dismissal and redundancy after TUPE

Employees cannot usually be dismissed solely because of a TUPE transfer.

Dismissals connected to the transfer are generally automatically unfair unless there is a genuine economic, technical or organisational reason that involves changes in the workforce.

Redundancy may be possible where there is a genuine redundancy situation. For example, this may happen if there is reduced demand, a site closure or a need to restructure teams for reasons not simply caused by the transfer itself.

Even then, the employer must follow a fair process.

This may include:

• Consultation
• Fair selection
• Considering alternative roles
• Notice
• Redundancy pay where applicable
• Written reasons
• Appeal options where appropriate

Redundancy pay calculations should reflect the employee’s preserved continuity of employment.

Before making redundancies linked to a TUPE transfer, employers should take legal advice.

TUPE and service integration

Successful TUPE management does not end on the transfer date.

After transferring employees move to the incoming employer, managers need to support integration carefully.

This may include:

• Welcoming transferring employees
• Introducing managers and teams
• Explaining systems and processes
• Confirming reporting lines
• Providing access to resources
• Clarifying policies without changing contractual terms unlawfully
• Supporting workplace culture
• Holding regular check-ins
• Listening to concerns
• Managing employee relations issues early

ACAS guidance on transfers recommends practical steps such as holding team meetings, supporting employees as they adjust, and putting relevant changes in writing.

Cultural integration matters because employees may feel uncertain, anxious or resistant after a business move. Good communication can reduce confusion and help employees settle.

TUPE in mergers and acquisitions

TUPE may be relevant during mergers, acquisitions, and business purchases in which employees move from one employer to another.

However, the legal position depends on the structure of the deal.

For example:

• An asset sale may trigger TUPE if a business or part of a business transfers.
• A share sale may not trigger TUPE if the legal employer remains the same.
• A merger may involve TUPE if employees move to a different employer.
• Outsourcing linked to a wider transaction may involve a change in service provision.

This is why due diligence should include employment law review from the start.

Commercial teams may focus on assets, contracts and price. HR must focus on people, liabilities, consultation and employee protection.

TUPE risks for employers

Mishandling TUPE can create legal, financial and reputational risk.

Common risks include:

• Assuming TUPE does not apply
• Missing affected employees
• Incorrectly excluding employees assigned to the transfer
• Providing incomplete employee liability information
• Failing to consult employee representatives
• Ignoring proposed measures
• Poor communication
• Trying to harmonise terms too quickly
• Changing contracts for transfer-related reasons
• Making automatically unfair dismissals
• Failing to honour existing terms
• Underestimating inherited liabilities
• Poor post-transfer integration

Both the outgoing employer and incoming employer can face consequences.

Depending on the failure, employers may face employment tribunal claims, compensation, employee relations issues and commercial disputes between the parties.

TUPE checklist for HR professionals

Use this checklist when managing a TUPE transfer.

Before the transfer

• Identify whether there is a business transfer or a change in service provision.
• Confirm whether TUPE applies.
• Identify affected employees.
• Identify employees assigned to the transferring activity.
• Review the contract or commercial agreement.
• Begin due diligence.
• Collate employee liability information.
• Agree on the proposed measures.
• Plan consultation with employee representatives.
• Prepare communication materials.
• Check payroll, benefits and HR systems.
• Consider data protection requirements.
• Take employment law advice where needed.

During consultation

• Explain the proposed transfer clearly.
• Confirm the expected transfer date.
• Explain the reason for the transfer.
• Explain legal, economic and social implications.
• Discuss proposed measures.
• Answer employee questions
• Keep records of meetings.
• Consult meaningfully where measures are proposed.
• Support employee representatives.
• Keep communication consistent.

After the transfer

• Confirm the change of employer in writing.
• Welcome, transferring employees.
• Maintain existing terms unless lawful changes apply.
• Preserve continuity of employment.
• Update payroll and HR systems.
• Support line managers.
• Monitor employee relations issues.
• Review integration risks.
• Avoid rushed changes to contracts.
• Capture lessons for future transfers.

Common TUPE examples

TUPE can apply in many workplace situations.

Common examples include:

• A cleaning contract moves to a new contractor.
• An IT support service is outsourced.
• A payroll service is brought back in-house.
• A catering contract changes service provider.
• A business sells part of its operations.
• A facilities management contract is retendered.
• A company acquires a business unit from another employer.
• A customer service function moves to a specialist provider.
• A merger involves employees moving to a new employer.

Not every example will automatically be a TUPE transfer. The details matter, including whether there is a relevant transfer, an economic entity, an organised grouping and activities that remain fundamentally the same.

How HR can prepare managers for TUPE

Line managers are often the first point of contact for employee questions.

HR should help managers understand:

• What TUPE means
• What they can and cannot say
• Which employees are affected
• What information has been confirmed
• What proposed measures may apply
• How to handle employee concerns
• When to escalate questions
• Why existing terms matter
• Why is changing contracts restricted
• How to support employees after transfer

Managers should avoid making promises that have not been agreed.

They should also avoid giving informal legal opinions. Their role is to support employees, answer agreed questions and direct more complex issues to HR or legal advisers.

How e-Careers can support TUPE and employment law knowledge

TUPE is a specialist area of employment law. HR professionals, managers and business leaders need the confidence to understand the key steps, identify risk and know when to seek specialist advice.

e-Careers supports learners and employers through flexible online training designed around workplace capability.

Our human resources courses can help learners build knowledge of employment law, employee relations, policies, recruitment, performance management, and people practices.

For recognised professional development, our CIPD courses support HR professionals at different stages of their career, from foundation-level HR through to strategic people management and L&D.

Learners who want career-focused support can also explore the CIPD HR Career Academy with Work Experience, which combines HR training, career support and practical exposure.

As a CIPD Platinum Centre, e-Careers has achieved the highest level of recognition awarded to a CIPD study centre. Learners on our online CIPD courses also benefit from a 99% pass rate, expert tutor support and flexible study designed around work and business needs.

Training can help HR teams and managers build the knowledge needed to manage TUPE-related situations more confidently and support better outcomes for employees and employers.

Suggested image and CMS guidance

To support the article visually, use simple graphics that help readers understand the TUPE process.

Suggested image ideas:

• A business transfer handshake scene showing two organisations agreeing on a transfer.
• A laptop with HR Inform or the HR Inform Pro website open beside TUPE notes.
• A TUPE process graphic with a yellow line connecting the key steps.
• An arrow icon showing employees moving from the outgoing employer to the incoming employer.
• A soft image mask around employee representatives, HR professionals or transferring employees.

Suggested alt text:

• HR professionals reviewing TUPE transfer documents during a business transfer.
• Laptop with HR Inform open while an HR professional checks TUPE regulations.
• Yellow line and arrow icon showing the TUPE process from outgoing employer to incoming employer.
• Employee representatives discussing proposed measures in a TUPE transfer consultation.
• Transferring employees being supported during a service provision change.

Final thoughts

TUPE protects employees when a business transfer or a change in service provision moves work from one employer to another.

For HR professionals, the key is to identify early whether TUPE applies, map affected employees, exchange accurate information on employee liability, properly inform and consult, and manage integration carefully after the transfer.

The regulations can be complex, especially in mergers, outsourcing, insourcing, contractor changes and restructuring. Employers should take specialist advice where needed.

With the right processes, knowledge of communication and employment law, organisations can manage TUPE transfers more confidently while protecting employees and reducing risk.

Frequently asked questions