If you’re buying or selling a business, and that business has employees, the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) will likely apply. TUPE is designed to protect employees when the business they work for changes hands — and it’s a legal obligation, not a choice.

What is TUPE?

TUPE applies when a business or part of it transfers to a new owner. This includes business transfers (e.g. mergers and acquisitions) and service provision changes (e.g. outsourcing, insourcing, or retendering). TUPE does not apply to share sales, but it does apply to asset or operational transfers.

If TUPE applies, employees automatically transfer to the new employer with their existing terms and conditions, and their length of service is preserved.

Why TUPE Matters

TUPE can be complex and costly if mishandled. A failure to comply can result in:

· Unfair dismissal claims

· Tribunal claims

· Reputational Damage

· Compensation of up to 13 weeks’ gross pay per employee for failure to inform and consult

A Practical TUPE Checklist

Both the seller (transferor) and the buyer (transferee) have legal duties. Here is a quick checklist to help you stay compliant:

1. Confirm TUPE applies – does the transfer involve a business or service changing hands (not just a share sale)?

2. Identify affected employees – Any employees that have 50% or more of their role assigned to the transferred business or service must be included in the transfer.

3. Share employee liability information (ELI) – Transferor must provide contracts, grievance history, claims, etc, at least 28 days before the transfer. Until the sale is confirmed, personal information will not be released to identify who the individual is to whom this information applies.

4. Inform and consult – Meet legal requirements by discussing the transfer, its impact, and any changes (“measures”) in a meaningful and documented manner with staff or their representatives; this should also include those not transferring. If no trade union or existing representatives are in place, you must arrange an election for employees to choose representatives if either of these conditions is met:

a. The business has 50 or more employees
b. 10 or more employees are transferring.

5. Preserve terms and conditions – Any changes must be justified; to be justified, they must be for an ETO reason (Economic, Technical or Organisational) and be fully consulted on.

What Transfers Under TUPE?

· Pay and benefits

· Holiday entitlement

· Working hours

· Disciplinary and grievance records

· Continuous employment

· Most employment liabilities

Note: Occupational pensions are generally excluded, though minimum protections may apply.

Practical Tips for Business Owners

1. Start early – TUPE planning should begin well before the transfer date.

2. Get legal advice – Missteps can be.

3. Communicate clearly – Employees have a legal right to be informed and consulted.

4. Review contracts – Understand what liabilities and obligations you’re inheriting.

TUPE compliance is critical — not just legally, but for maintaining trust and continuity with your workforce.

Contact View HR today for a TUPE readiness review or tailored HR support. Let’s make sure your transition is smooth, compliant, and people-focused.