A Jamie HR manager's guide

The manager's guide to TUPE

A practical guide for managers and small businesses on the Transfer of Undertakings (Protection of Employment) Regulations 2006: when TUPE applies, the automatic transfer of employment, information and consultation duties, Employee Liability Information, and dismissals and contract changes connected to a transfer.
Automatic transfer
Inform & consult duties
ETO dismissal test

TUPE protects employees' jobs and terms when a business, or a service contract, changes hands.

TUPE can apply to a sale of a business or to a contract moving between suppliers, even when nobody involved thinks of it as a takeover. This guide sets out when the regulations apply, what transfers automatically, the information and consultation duties on both employers, Employee Liability Information, and the rules on dismissal and on changing terms afterwards.

What's inside
What is a TUPE transfer?3
The automatic transfer effect4
Who you must inform and consult5
What and when to inform and consult about6
Direct consultation for smaller transfers7
Employee Liability Information (ELI)8
Dismissal connected to a transfer9
Changing terms after a transfer10
Practical steps for managers11
Getting TUPE right12
How Jamie HR helps13

What is a TUPE transfer?

TUPE applies in two situations: a business transfer and a service provision change.
  • A business transfer is a transfer of a business, or part of a business, that keeps its identity as an economic entity after moving to a new employer.
  • A service provision change covers outsourcing, insourcing and re-tendering: activities moving from a client to a contractor, from one contractor to another, or from a contractor back in-house to the client.
  • For a service provision change, there must be an organised grouping of employees whose main purpose is carrying out the activities for that client, and the client must intend the activities to continue rather than be a single short-term task.
  • TUPE 2006 governs both types of transfer, as amended, most recently on the scope of small-business consultation from 1 July 2024.
Manager tip
Check early whether a change meets the business transfer or service provision change test. Where the facts are borderline, for example a contract whose scope changes significantly on re-tender, take advice before assuming TUPE does or does not apply.

The automatic transfer effect

TUPE's central effect is that employment transfers automatically, on existing terms.
  • A relevant transfer does not end the affected employees' contracts of employment.
  • Their contracts have effect after the transfer as if originally made with the new employer.
  • The rights, powers, duties and liabilities under those contracts transfer to the new employer.
  • Continuity of employment is preserved: length of service carries over, and anything the old employer did or failed to do before the transfer is treated as having been done by the new employer.
Manager tip
Continuity and existing terms carry over by law. You do not need transferring employees to sign new contracts for their terms and length of service to continue.

Who you must inform and consult

Both the outgoing and incoming employer have information and consultation duties towards affected employees.
  • 'Affected employees' includes employees who are transferring, employees staying with the old employer whose work is affected by colleagues leaving, and the new employer's existing staff whose work is affected by people transferring in.
  • Where a recognised independent trade union covers the employees, inform and consult through that union.
  • Where there is no recognised union, choose either existing employee representatives with authority to act on this, or representatives elected specifically for the transfer.
  • Affected employees on sick leave or family-related leave, such as maternity or shared parental leave, must be included.
Watch out
Both employers must inform affected employees even where no changes are planned, and consult wherever any measures are proposed. A tribunal can award compensation of up to 13 weeks' pay for each affected employee for a failure to comply.

What and when to inform and consult about

The duty covers set information as a minimum, plus consultation wherever measures are proposed.
  • Tell affected employees, or their representatives, that the transfer is happening, when, and why.
  • Explain the legal, economic and social implications of the transfer, including the effect on contracts, statutory rights and any collective agreements.
  • Set out any measures the employer envisages taking in connection with the transfer, for example changes to location, hours or reporting lines.
  • The outgoing employer must also pass on the measures the incoming employer plans to take, even though it cannot consult on those measures itself.
  • Give information long enough before the transfer to allow genuine consultation, and consult with a view to reaching agreement on any proposed measures.
Manager tip
Where you propose measures, consult with a view to reaching agreement and respond to representations, even where you are unable to agree to them.

Direct consultation for smaller transfers

Since 1 July 2024, more employers can consult affected employees directly rather than through representatives.
  • An employer may inform and consult affected employees directly, rather than through representatives, if the employer has fewer than 50 employees, or if fewer than 10 employees are transferring.
  • This route is only available where there are no existing appropriate representatives and the employer has not invited employees to elect representatives.
  • Before 1 July 2024, this exception was narrower and applied only to employers with fewer than 10 employees in total; the current rule replaced that with the two wider tests above.
  • Where neither test is met, arrange for representatives to be elected under the normal TUPE process before consulting.
Manager tip
Record which test you are relying on, fewer than 50 employees or fewer than 10 transferring, and keep that note with your transfer file.

Employee Liability Information (ELI)

The outgoing employer must give the incoming employer specific information about each transferring employee.
  • ELI includes each transferring employee's identity and age, and the written particulars of employment required under the Employment Rights Act 1996.
  • It also covers disciplinary and grievance records from the previous two years, and details of any tribunal claims, or circumstances that may lead to a claim, from the same period.
  • Any collective agreement that will affect the employee's terms after the transfer must be included.
  • The outgoing employer must provide ELI at least 28 days before the transfer, or as soon as reasonably practicable where special circumstances make that impracticable. This is up from the 14-day minimum that applied before a 2014 amendment.
  • A tribunal can order the outgoing employer to pay the incoming employer compensation for failing to comply, with a minimum award of £500 for each employee affected unless a lower award is just and equitable.
Manager tip
Start compiling ELI as soon as a transfer is agreed in principle, well ahead of the 28-day deadline, so any gaps in records can be resolved before the transfer date.

Dismissal connected to a transfer

A dismissal is automatically unfair if the transfer itself is the sole or principal reason.
  • Where the sole or principal reason for a dismissal is the transfer, the dismissal is automatically unfair.
  • This does not apply where the sole or principal reason is an economic, technical or organisational reason entailing changes in the workforce, known as an ETO reason.
  • An ETO reason includes cost-saving needs, new equipment or processes, and changes to the structure of the organisation, including a change in the place employees work.
  • Where a genuine ETO reason applies, the dismissal is instead treated as a redundancy, or, in other cases, as being for a substantial reason capable of justifying dismissal, and the normal fairness tests still apply.
  • As with ordinary unfair dismissal claims, this protection depends on meeting the normal qualifying period of continuous service, currently two years; it is not a day-one right.
Watch out
Dismissing an employee shortly before a transfer because the incoming employer does not want them is a recognised trap. If the transfer is the real reason, the dismissal is automatically unfair even though it happens before the transfer date.

Changing terms after a transfer

Terms and conditions carried over by TUPE are protected against transfer-related changes, even with the employee's agreement.
  • A variation to a transferring contract is void if the sole or principal reason for it is the transfer itself.
  • A variation connected to the transfer is only effective if there is a genuine ETO reason entailing changes in the workforce and both parties agree, or if the contract already allowed the variation.
  • A change to collective agreement terms can also take effect if it applies more than a year after the transfer and the employee's rights, taken as a whole, are no less favourable.
  • Wanting to align a transferring employee's terms with those of existing staff is not, on its own, an ETO reason; harmonising terms purely for administrative consistency is not a recognised justification.
  • If a transfer brings a substantial change to working conditions to an employee's material detriment, the employee can treat their contract as terminated and be treated as dismissed.
Watch out
There is no time limit on this protection. A change made well after a transfer can still be void if the transfer remains the sole or principal reason, so keep a clear, transfer-unrelated reason on record for any later change.

Practical steps for managers

A manager involved in a transfer has a role whether the business is transferring staff out or taking them on.
  • Confirm early whether the change is a relevant transfer, and, for a service provision change, check the organised grouping and continuity conditions are met.
  • Identify affected employees on both sides and begin informing and consulting in good time, using the correct route for the size of the transfer.
  • Request Employee Liability Information from the outgoing employer, and query any gaps before the transfer date.
  • Plan the transfer date, a welcome or handover process, and induction for transferring employees.
  • Do not make or agree to any dismissal or contract change connected to the transfer until the ETO test has been checked with your HR or legal adviser.
  • Keep a written record of what was communicated, when, and to whom, throughout the process.

Getting TUPE right

A summary of the essentials covered in this guide:
  • TUPE applies to business transfers and to service provision changes, including outsourcing, insourcing and re-tendering.
  • Employment transfers automatically on existing terms, and continuity of service is preserved.
  • Inform and consult affected employees or their representatives, using direct consultation only where the fewer-than-50-employees or fewer-than-10-transferring test is met.
  • Provide Employee Liability Information at least 28 days before the transfer.
  • Dismissal connected to a transfer is automatically unfair unless there is a genuine ETO reason entailing changes in the workforce.
  • Do not vary terms because of the transfer, including for harmonisation, unless an ETO reason with agreement, or an existing contract term, allows it.

How Jamie HR helps

Jamie HR keeps transfer records, contracts and consultation notes in one place, so a TUPE process is easy to run and easy to evidence.
  • Contracts and written statements generated and stored for transferring employees from day one.
  • Document storage for Employee Liability Information, consultation notes and transfer correspondence.
  • Policy library so managers can apply a consistent transfer process across the business.
  • Employee records that carry continuity of service and history across a transfer.
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This guide is general information, accurate to the best of our knowledge as of 2026, and is not legal advice. Employment law changes and every situation is different, so for a specific case take professional HR or legal advice. Sources: legislation.gov.uk (the Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended) and ACAS.