TUPE
Transfer of Undertakings (Protection of Employment) Regulations 2006
The TUPE Regulations exist to protect employees when the business or service they work for transfers to a new employer. This may happen, for example, when:
- A business is sold or merged
- A contract or service (such as cleaning, catering, IT or maintenance) is outsourced
- A service contract is re-tendered and awarded to a new provider
- A previously outsourced service is brought back in-house
When TUPE applies, employees assigned to the transferring business or service automatically transfer to the new employer on their existing terms and conditions. Their continuity of employment is preserved, and their rights move with them.
When Does TUPE Apply?
TUPE applies where there is a “relevant transfer”, which typically falls into one of two categories:
- Business Transfers – where a business (or part of a business) moves to a new owner and continues to operate in a similar form.
- Service Provision Changes – where a service is outsourced, re-tendered to a new contractor, or brought back in-house.
Determining whether TUPE applies can be complex – particularly where responsibilities or staff roles are shared across teams. This is where tailored legal advice is essential.
What Happens to Employment Terms Under TUPE?
If TUPE applies:
- Employees must transfer to the new employer on their existing contractual terms
- Key rights such as salary, holiday entitlement and length of service are protected
- Employees cannot be dismissed because of the transfer, unless there is a genuine economic, technical or organisational (ETO) reason
- Changes to terms and conditions are only permitted in very limited circumstances
Attempting to make changes simply because ownership is changing will usually be void, and could result in claims for unfair dismissal or breach of contract.
TUPE and Dismissal
If an employee is dismissed because of the transfer or for a reason connected to the transfer (and not for a lawful ETO reason), the dismissal is likely to be automatically unfair. Compensation for automatically unfair dismissal can be significant.
How We Support Employers
TUPE can be legally and organisationally complex, particularly where restructures or reorganisations follow a transfer. We work with employers to:
- Assess whether TUPE applies to a situation
- Identify which employees should transfer
- Manage the employee information and consultation process
- Communicate clearly and lawfully with affected staff
- Plan integration into the new business structure
- Handle restructures and organisational changes without breaching TUPE protections
We also provide strategic support to reduce uncertainty, maintain morale, and prevent disputes.
How We Support Employees Who Are Being Transferred Under TUPE
If you are being transferred under TUPE and are unsure of your rights, we can:
- Explain how TUPE applies to your role
- Review any proposed changes to your terms
- Advise if dismissal or changes may be unfair or unlawful
- Support you through internal processes and discussions with your employer
We offer a free initial consultation to help you understand your position.
Get in Touch
TUPE situations can feel complicated — but the earlier you understand your rights and obligations, the smoother the outcome.
Whether you are an employer managing a transfer or an employee affected by one, we are here to help.
Contact us at enquiries@thrivelaw.co.uk to speak with a TUPE specialist.
We will support you to navigate the process clearly, confidently and lawfully.
FAQs
TUPE stands for the Transfer of Undertakings (Protection of Employment) Regulations 2006. It protects employees’ rights when the business or activity they work in changes hands. TUPE applies in two main situations:
- a business transfer (where an economic entity that retains its identity moves from one employer to another) and
- a service provision change (where a contract for services is awarded to a new provider, brought back in-house, or outsourced for the first time).
Whether TUPE applies in any given situation can be genuinely complex, particularly in service provision change cases. Getting that threshold question wrong, whether by assuming TUPE applies when it doesn’t or vice versa, can expose both parties to significant liability. Our TUPE FAQs for employees have more detail here.
They transfer to the new employer intact. The new employer steps into the shoes of the old one: continuous employment, pay, hours, holiday entitlement and contractual rights all carry over. The new employer generally cannot unilaterally change those terms to less favourable ones post-transfer where the reason for the change is the transfer itself, even with the employee’s apparent agreement in some circumstances.
There is a limited exception where changes are for an economic, technical or organisational reason (an “ETO reason”) that entails changes in the workforce. This is a narrow defence and is often misapplied.
A dismissal is automatically unfair if the sole or principal reason is the transfer itself. This protection applies regardless of length of service, with no qualifying period required. Where there’s a genuine ETO reason that entails changes in the workforce (for example, a genuine redundancy situation), a fair dismissal may be possible, but the process still needs to be followed carefully.
In practice, TUPE dismissal claims often arise when a transferee restructures quickly post-transfer and relies on business reasons that turn out not to be genuine, or where redundancy selection was effectively determined by who came across in the transfer rather than objective criteria. Take advice before any dismissals around a TUPE transfer. Get in touch with our team here.
The transferor (outgoing employer) must provide employee liability information to the transferee at least 28 days before the transfer: details of each transferring employee’s identity, employment particulars, disciplinary and grievance records, and any known claims or legal proceedings. Providing inadequate information can result in a financial award against the transferor.
Both the transferor and the transferee must inform and consult elected employee representatives (or a recognised trade union) about the transfer. The information to be provided includes: the fact of the transfer, when it’s happening, the reasons for it, the legal and economic implications for affected employees, and any measures the employer envisages taking in relation to those employees. This must happen long enough before the transfer for meaningful consultation to take place.
You transfer to the new employer on your existing terms and conditions, with your continuity of employment preserved. You can object to the transfer (which effectively ends your employment, without redundancy pay in most cases), but most employees don’t: objecting only makes sense if you have genuine reason to believe the transfer would materially worsen your position.
If the new employer changes your terms in a way connected to the transfer, or dismisses you in connection with it, you may have claims for automatic unfair dismissal or unlawful variation of contract. The fact that the old employer described the transfer as straightforward doesn’t bind you: what matters is what the regulations say and what actually happens. Our blog on employee rights under TUPE covers this in more detail.
