No.

Following the end of the Brexit transition period on 31 December 2020, there were no immediate changes to employment rights in the UKUnited Kingdom of Great Britain and Northern Ireland, including TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes.. The EUThe European Union-UKUnited Kingdom of Great Britain and Northern Ireland Trade and Cooperation AgreementA collaboration between two or more businesses which is documented by an agreement they sign (also sometimes referred to as a contractual joint venture, a contractual business collaboration or an unincorporated joint venture). It is described as such to distinguish it from a corporate joint venture whereby two or more businesses collaborate through their joint ownership of a company. (the 'Brexit Deal'), which came into force on 1 January 2021 commits the EUThe European Union and UKUnited Kingdom of Great Britain and Northern Ireland to common employment standards, including in relation to fundamental rights at work and information and consultation rights. Businesses should therefore continue to apply the TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. rules to business transfers as set out in this section.

TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. may apply in the following situations:

1. you sell all or part of the assets of your business to another business or acquire all or part of the assets of another business (see Q&A 4 for more information);

2. you outsource a service to a contractorA person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a freelancer or consultant. that you currently provide in-house (see Q&A 5 for more information);

3. you decide to bring a service in-house which you currently outsource to a third-party contractorA person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a freelancer or consultant. (see Q&A 6 for more information);

4. you reassign a service that you currently outsource to a different third-party contractorA person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a freelancer or consultant. (see Q&A 7 for more information);

5. you lose (or gain) a contract for services in a re-tendering process (see Q&A 8 for more information); or

6. you transfer employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. from your companyA private company limited by shares incorporated and registered in England and Wales. to another group companyIn relation to a company, another company which is a parent company (as defined elsewhere in this glossary) or subsidiary (also as defined elsewhere in this glossary) of that company or which is a subsidiary of any parent company of that company. (see Q&A 9 for more information).

The guidance here can help you deal with a straightforward business acquisition. If your circumstances are complicated or you are unsure as to whether TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. will apply, seek legal advice.

TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. can apply if you buy or sell all or part of a business as a going concernA business which is running well enough to stay afloat for at least 12 months.. Note that it does not usually apply if a business is taken over by a shareA share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. purchase as the employerA person or business hiring one or more staff members. technically remains the same in this situation.

There are three main factors to consider when deciding whether TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. applies to your business transfer:

1. The transferring business must be made up of a distinct group of people and/or business assets

   Essentially, the transfer must consist of an organised group of resources aimed at a business objective.

   Example: you own a leisure centre and choose to sell off the cafe business in your sports complex, including a lease to the cafe area, all the catering equipment and employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.. TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. is likely to apply to the transfer. If you were just selling the catering equipment, it would not apply. Note that you cannot avoid TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. by simply not transferring the employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. as part of the deal and eg dismissing them instead. Further, it does not matter that the business being transferred is only ancillary to the leisure centre's main business of providing sports facilities.

2. The transferring business must be sold as a going concernA business which is running well enough to stay afloat for at least 12 months.

   The key question is whether the business or assets are being sold as a going concernA business which is running well enough to stay afloat for at least 12 months.. There are no hard and fast rules for determining whether this is the case as it will depend on the facts of your business transfer.

   Example: you purchase a cafe, including the tenancy of the premises and all of the equipment, and plan to continue to run it as a cafe after the transfer. TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. will apply and you will automatically take on the employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who work in the cafe. On the other hand, if you purchase a cafe, including the tenancy of the premises, but you do not purchase the equipment and you intend to trade primarily as a book shop, TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. is unlikely to apply. This is because you are not purchasing the business as a going concernA business which is running well enough to stay afloat for at least 12 months. and you will be running a very different business after the sale.

3. The identity of the employerA person or business hiring one or more staff members. must change

   TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. does not generally apply to shareA share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. sales as in such cases there will not normally be a change in the identity of the employerA person or business hiring one or more staff members.. There may be an exception, however, if the new parent companyA larger company which has control over a smaller, subsidiary company, usually because it holds the majority of voting rights in the subsidiary company. following a shareA share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. sale assumes day-to-day control of the business and you should consider carefully whether TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. applies if that is the case.

The guidance here can help you deal with a straightforward outsourcingHiring someone else to perform work which would otherwise have to be done by the business itself. situation. If your circumstances are complicated or you are unsure as to whether TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. will apply, seek legal advice.

If you outsource a service that you currently provide in-house to a third-party contractorA person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a freelancer or consultant., TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. will apply if:

1. The service remains the same as it was before

   For TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. to apply, the service that you are outsourcingHiring someone else to perform work which would otherwise have to be done by the business itself. must be fundamentally the same both before and after it is contracted out. While minor differences can be disregarded, if the scope of the service to be provided changes or it is divided up between a number of contractorsPeople, in business for themselves, who provide services to others. They may be individuals simply working under their own names, or may offer services through companies or partnerships. Sometimes known as freelancers or consultants., TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. may not apply.

   Example: you decide to outsource an IT service that you previously provided in-house but you split the workload between several different contractorsPeople, in business for themselves, who provide services to others. They may be individuals simply working under their own names, or may offer services through companies or partnerships. Sometimes known as freelancers or consultants.. TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. is unlikely to apply because the service has become so fragmented that it is not fundamentally the same.

2. You can identify a single person or group who performs the service

   For TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. to apply, immediately before you outsource the service there must be either a single employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. or an identifiable group of employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who are dedicated to performing it. They do not necessarily need to exclusively perform the service to be outsourced, but it should be their principal purpose.

3. The service is being outsourced on a long-term basis

   If you are outsourcingHiring someone else to perform work which would otherwise have to be done by the business itself. a one-off service supply contract, or a contract that is expected to be of a short duration only, TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. will not apply.

4. The service is not mainly for the supply of goodsPhysical items being sold. Distinguished from digital content and services, neither of which are physical items.

   TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. does not apply if the service relates wholly or mainly to the supply of goodsPhysical items being sold. Distinguished from digital content and services, neither of which are physical items.. For example, if your canteen staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. currently make cold food in-house (eg sandwiches) to sell in the canteen but you will be outsourcingHiring someone else to perform work which would otherwise have to be done by the business itself. this and asking a third partyA person who is not directly involved in an existing relationship, transaction or dispute; for example, someone who is not a named party in a contract. contractorA person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a freelancer or consultant. to supply the cold food, TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. is unlikely to apply unless the third partyA person who is not directly involved in an existing relationship, transaction or dispute; for example, someone who is not a named party in a contract. is also going to be asked to run your canteen.

The guidance here can help you deal with a straightforward insourcing situation. If your circumstances are complicated or you are unsure as to whether TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. will apply, seek legal advice.

If you bring in-house a service that you previously contracted out to a third-party contractorA person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a freelancer or consultant., TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. will apply if:

1. The service remains the same as it was before

   For TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. to apply, the service that you are bringing in house must be fundamentally the same both before and after it is transferred. While minor differences can be disregarded, if the scope of the service to be provided changes, TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. may not apply.

   Example: as part of your business you operate a warehouse and you previously out-sourced the cleaning to a third partyA person who is not directly involved in an existing relationship, transaction or dispute; for example, someone who is not a named party in a contract. whose staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. spent 75% of their time carrying out industrial cleaning and the remainder on general cleaning of spillages. You are phasing out the part of your business that requires industrial cleaning. You have decided to bring the cleaning service in-house, but you simply need your staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. to carry out ad hoc cleaning of spillages, with no industrial cleaning being required. In this case, due to the altered nature of the service, it is unlikely that TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. will transfer the contractorA person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a freelancer or consultant.'s employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. to you.

2. You can identify a single person or group who performs the service

   For TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. to apply, immediately before you bring the service in-house there must be either a single employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. or an identifiable group of employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who are dedicated to performing it. They do not necessarily need to exclusively work on providing the service for you, but it should be their principal purpose. This means that if there is no identifiable group of employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work., or if the group of employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. only happen by chance in practice to work on the contract for you (rather than being intentionally allocated to provide the service for you), TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. will not apply.

   Example: you currently use a third-party contractorA person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a freelancer or consultant. to carry out courier services for your business, but you want to bring this service in-house. The contractorA person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a freelancer or consultant. uses different staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. each day (based on availability) to carry out the collection and delivery services under its contract with you. As there is no identifiable grouping of employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who are dedicated to providing the services under the third partyA person who is not directly involved in an existing relationship, transaction or dispute; for example, someone who is not a named party in a contract.'s contract with you, TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. will not apply to transfer anyone over to your business automatically.

3. The service is being outsourced on a long-term basis

   If you are insourcing a one-off service supply contract, or a contract that is expected to be of a short duration only, TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. will not apply.

4. The service is not mainly for the supply of goodsPhysical items being sold. Distinguished from digital content and services, neither of which are physical items.

   TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. does not apply if the service relates wholly or mainly to the supply of goodsPhysical items being sold. Distinguished from digital content and services, neither of which are physical items.. For example, if you currently use a third-party contractorA person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a freelancer or consultant. to supply cold food for your canteen but you will be bringing this in-house and requiring your existing in-house canteen staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. to make the cold food to sell in the canteen, TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. is unlikely to apply.

If you reassign a service that you already outsource to a new third-party contractorA person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a freelancer or consultant., TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. may apply if the criteria set out in Q&A 5 are met. Note that in this situation, it will apply between the old contractorA person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a freelancer or consultant. and the new contractorA person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a freelancer or consultant. (ie no employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. will be transferred either to or from your business). However, you will need to bear the implications of TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. in mind if the reason that you have decided to change contractorA person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a freelancer or consultant. is that you are concerned about the performance of your current third-party contractorA person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a freelancer or consultant.'s employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.; they may transfer to your new contractorA person, in business for himself, who provides services to others. He may be an individual simply working under his own name, or may offer services through a company or partnership. Sometimes known as a freelancer or consultant. and continue to work for you.

The guidance here can help you deal with a straightforward re-tendering situation. If your circumstances are more complicated or you are unsure as to whether TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. will apply, seek legal advice.

If you lose (or gain) a contract for services in a re-tendering process, TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. will apply if:

1. The service remains the same as it was before

   For TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. to apply, the service that is being re-tendered must be fundamentally the same both before and after it is put up for re-tender. While minor differences can be disregarded, if the scope of the service to be provided changes or if the service becomes too fragmented, TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. may not apply.

   Example: If services that were previously carried out by you are being put up for re-tender and as part of that process they are going to be split between a panel of five contractorsPeople, in business for themselves, who provide services to others. They may be individuals simply working under their own names, or may offer services through companies or partnerships. Sometimes known as freelancers or consultants., this is likely to be too fragmented for TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. to apply. Likewise, TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. is unlikely to apply if a contract for cleaning becomes a contract for maintenance, decoration and cleaning after the re-tender).

2. You can identify a single person or group who performs the service

   For TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. to apply, immediately before the service is re-tendered, there must be either a single employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. or an identifiable group of employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who are dedicated to performing the service for the client in question. The employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. do not necessarily need to exclusively work on that contract of service, but it should be their principal purpose. If there is no identifiable group of employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work., or if the group of employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. only happen by chance in practice to work on the contract for the client in question (rather than being intentionally allocated to provide the service for that client), TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. will not apply.

3. The service is being re-tendered on a long-term basis

   If the client is re-tendering a one-off service supply contract, or the contract is intended to be of short duration only, TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. will not apply.

4. The service in question is not mainly for the supply of goodsPhysical items being sold. Distinguished from digital content and services, neither of which are physical items.

   TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. does not apply if the service relates wholly or mainly to the supply of goodsPhysical items being sold. Distinguished from digital content and services, neither of which are physical items. (eg providing stock for a retail business).

5. The client remains the same after the re-tender.

Yes, TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. may apply if you are transferring employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. between group companiesCompanies which are either a parent company or a subsidiary company within the same group.,in the following situations:

1. If you are transferring employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. as part of a business or asset transfer to another group companyIn relation to a company, another company which is a parent company (as defined elsewhere in this glossary) or subsidiary (also as defined elsewhere in this glossary) of that company or which is a subsidiary of any parent company of that company. which is a separate legal entity (eg as part of a group reorganisation); see Q&A 4 for more information about the criteria that must be met.

2. If you are transferring employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. because you are outsourcingHiring someone else to perform work which would otherwise have to be done by the business itself. a service to a group companyIn relation to a company, another company which is a parent company (as defined elsewhere in this glossary) or subsidiary (also as defined elsewhere in this glossary) of that company or which is a subsidiary of any parent company of that company.; see Q&A 5 for more information about the criteria that must be met.

3. If you are transferring employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. because you are bringing in-house a service that is currently outsourced to a group companyIn relation to a company, another company which is a parent company (as defined elsewhere in this glossary) or subsidiary (also as defined elsewhere in this glossary) of that company or which is a subsidiary of any parent company of that company.; see Q&A 6 for more information about the criteria that must be met.

4. If you are transferring employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. to a group companyIn relation to a company, another company which is a parent company (as defined elsewhere in this glossary) or subsidiary (also as defined elsewhere in this glossary) of that company or which is a subsidiary of any parent company of that company. who has gained a contract for services to or from you; see Q&A 8 for more information about the criteria that must be met.

If the relevant criteria are met you will need to follow the process and adhere to the rules that TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. brings if you are carrying out a group re-shuffle, even if the group companiesCompanies which are either a parent company or a subsidiary company within the same group. have the same parent companyA larger company which has control over a smaller, subsidiary company, usually because it holds the majority of voting rights in the subsidiary company. or shareholdersIn relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company., management and premises. You will face the same legal obligations with an internal transfer as you do with an arm's length transfer connected with a sale, acquisition or outsourcingHiring someone else to perform work which would otherwise have to be done by the business itself. (including the obligation to inform and consult with employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. representatives), although the practical considerations will often be different.

Whilst you may consider opting to simply transfer employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. internally by requesting that they give their written consent to the transfer, this approach is not compliant with the legal requirements under TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. and is therefore not without risk. For example, you could face claims for failure to inform and consult which could result in compensation of up to 13 weeks' gross payThe amount of pay before tax has been taken out of it. for each affected employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work..

This depends.

A combination of factors will be relevant, including looking at whether there are shared or exclusive resources allocated to the service being transferred, what the team structure and name is, how the costs for the service are allocated within the business, what its priorities are and how it is distinguishable from other parts of the business.

Example: You have contracts for cleaning services with 5 different clients. You employ 25 cleaners who clean on a rota. None of your employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. are dedicated to one client or building, and there are no specific team names, budgets or anything else that distinguishes the service provided for one client from another. Following re-tendering, one of your clients awards their cleaning contract to a different companyA private company limited by shares incorporated and registered in England and Wales. . It is unlikely that TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. will apply to any of your employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. as the servicing of that one client's cleaning contract is not sufficiently organised for any employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. to be assigned to it. Even if one employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. happens to have done the majority of the cleaning work for this one client, that alone does not mean that they will transfer; it is not enough in itself to demonstrate that they are assigned to that service.

Yes.

EmployeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who are temporarily unable to work at their usual role will be transferred with it. For example, an employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who has moved from a physical role to an office role whilst recovering from an injury will still be transferred with their usual, physical role if that part of the business is sold.

EmployeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who are on long term absence at the date of the transfer, such as those on long-term sick leave or on maternity leaveA period of leave from work available to pregnant women and women who have recently given birth, during which they are still entitled to the benefit of all terms in their contract of employment (except remuneration terms), and after which they are entitled to return to work., will transfer if they would have qualified had they been working at the time;

No; the general rule is that only employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who are permanently assigned to the service being transferred will transfer with it. Working out what counts as 'temporary' can be difficult; factors such as how long the employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. has been there and whether a date has been set for them to return to another part of the business will be taken into account.

Yes; it is not uncommon for outgoing employersA people or businesses hiring one or more staff members. to move staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. members around internally to keep valuable individuals, transferring unwanted employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. to the incoming employerA person or business hiring one or more staff members.. Such attempts to manipulate which staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. members will transfer are not illegal, but if you are an incoming employerA person or business hiring one or more staff members., you should be mindful of addressing these issues in the relevant commercial agreements.

It is not always easy to reach an agreement with the incoming or outgoing employerA person or business hiring one or more staff members. as to which staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. members will transfer; this is especially so in outsourcingHiring someone else to perform work which would otherwise have to be done by the business itself. situations or where only part of a business is being sold or acquired.

StaffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. members can agree to transfer to a new employerA person or business hiring one or more staff members. even if TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. will not transfer them automatically, provided all the parties (including the staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. member) agree.

Changes may be voidNot legally binding. if they were made because of the transfer, even if they are beneficial to the employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. in question; so you can't make changes that will benefit your staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. because you know they will be transferring away from your business and that the new employerA person or business hiring one or more staff members. will take on the burden of those changes.

No; you cannot legally ask your employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. to opt out of their rights under TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes.. However, employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. do have the right to object to being transferred if they wish; see Q&A 17 for more information.

EmployeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. can object to being transferred under TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. if they wish. An employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who objects to the transfer will legally be considered to have resigned, rather than having been dismissed and will therefore not usually be eligible to bring a claim for unfair dismissalWhen an employee is dismissed without good reason or without following the proper procedure. Tribunal awards for unfair dismissal are up to one year's gross pay, currently capped at £93,878. or be entitled to any redundancy paymentMoney paid to a staff member because he is being made redundant.. An exception to this is if the employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. feels forced to resign as a result of the proposed transfer because of detrimental changes to their working conditions; see Q&A 18 for information.

If an employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. objects to the transfer, use TUPE - Letter to employee who objects to transfer to confirm that their objection will be treated as a resignation. You can also purchase this letter as part of the TUPE transfer toolkit for outgoing employer.

If an employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. resigns before the transfer date or objects to the transfer, the outgoing employerA person or business hiring one or more staff members. will typically be liable for any claim the employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. brings and will normally remain liable for this claim after the transfer date.

An employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. may be able to bring a claim for unfair dismissalWhen an employee is dismissed without good reason or without following the proper procedure. Tribunal awards for unfair dismissal are up to one year's gross pay, currently capped at £93,878. if they feel forced to resign because proposed changes to their working conditions as a result of a TUPE transferA transfer of an employee between employers to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply. would be substantial and detrimental for them.

For example, if the proposed transfer would mean an employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. would have to travel for an extra two hours per day to and from work, they are likely to be justified in saying the change is a substantial and significantly detrimental one and bringing an unfair dismissal claimA legal claim brought by an employee who has been dismissed without good reason or without following the proper procedure. as a result.

If you are in this situation you should take legal advice, as whether the change is a substantial change or would be significantly detrimental to the employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. will differ from case to case and can be a complex issue.

Importantly for both the incoming and outgoing employerA person or business hiring one or more staff members., an employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who objects to the transfer may be able to evade any post termination restrictions in their contract (for example clausesProvisions or sections. Usually in a contract. preventing them from going straight to a close competitor, taking your clients or poaching your remaining staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer.) (see Employment contracts for further information on these types of restrictions). You should seek legal advice where this is an important consideration to protect your business from specific individuals.

The general rule is that if you dismiss an employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. prior to a TUPE transferA transfer of an employee between employers to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply., and the transfer is the only or main reason for the dismissal, this will automatically be considered unfair.

If you are transferring employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. away from your business in a TUPE transferA transfer of an employee between employers to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply., and are asked by the new employerA person or business hiring one or more staff members. to dismiss an employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. to stop their employment transferring, you should therefore bear in mind that this is likely to be automatically unfairIn the context of employment law, when an employee is dismissed for reasons like race, gender, sexual orientation, religion, maternity or paternity leave, part-time status, or any other reason that is never allowed, it is automatically unfair dismissal, meaning that even if you have acted reasonably it is still illegal.. Although responsibility for any claim that arises from the dismissal will normally transfer to the incoming employerA person or business hiring one or more staff members. (see Q&A 23 for information), you should seek legal advice before dismissing a transferring employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. and ensure that the incoming employerA person or business hiring one or more staff members. has agreed to indemnifyTo agree that one party will compensate another on the occurrence of a specified event. you in your commercial agreement against any costs in the event that the employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. tries to bring a claim against you.

The incoming employerA person or business hiring one or more staff members. can ask you to allow them to start a redundancyWhen a staff member is dismissed because his role is no longer needed. consultation process before the transfer date, if they intend to make large-scale redundanciesWhere staff members are dismissed because their role will no longer exist with the employer. after the transfer (ie making 20 or more people redundant at one establishment within a period of 90 days with one or more of the transferring employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. affected by it). You are not obliged to agree to any such process and the incoming employerA person or business hiring one or more staff members. cannot make any redundanciesWhere staff members are dismissed because their role will no longer exist with the employer. before the transfer takes place in any event.

For those employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. to whom TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. applies (see Q&A 10 to work out which staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. members will transfer), transfer of employment will happen automatically on the date the transfer of business takes place. When the actual transfer will occur is usually straightforward and will normally be a date that is agreed between the incoming and outgoing employerA person or business hiring one or more staff members., but it can be more complicated, especially if assets or employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. are being transferred over a period of time. Under TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes., the transfer date must be a specific date (not eg a period of time) and normally it will either be:

1. when the sale of the business is completed (not at exchange of contracts);

2. the date services commence under an outsourcingHiring someone else to perform work which would otherwise have to be done by the business itself. arrangement; or

3. the date a service supplier changes.

Bear in mind that you must inform and consult with affected employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. before the transfer date (for more information see Q&A 31 for if you are transferring employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. into your business and Q&A 32 if you are transferring employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. away). This restricts your ability to make a transfer at short notice. Failure to properly consult could result in a legal claim against you by your employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. for up to 13 weeks' gross payThe amount of pay before tax has been taken out of it. each.

The incoming employerA person or business hiring one or more staff members. usually steps into the shoes of the outgoing employerA person or business hiring one or more staff members.. It will automatically take on all the rights, duties and any liabilities connected with the contracts of employmentContracts between employer and employee which sets out the rights and responsibilities of both. of all employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who transfer under TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes.. This includes any outstanding holiday allowance, any wages that have not been paid, bonuses or benefits, any collective agreements etc.

Importantly, the following will all transfer to the new employerA person or business hiring one or more staff members.:

1. legal disputes, including breachesViolations of a legal or moral obligation. of discriminationTreating someone differently directly or indirectly because of their age, disability, gender reassignment, marriage or civil partnership status, being pregnant and/or being on maternity leave, race, religion or belief, sex or sexual orientation. or equality laws (see Q&A 23);

2. responsibility to provide an occupational pension schemeA pension scheme which is organised by an employer for their staff. (see Q&A 24); and

3. responsibility for National Minimum WageThe minimum hourly wage that employers must pay their staff. Staff who are aged 21 and over must be paid the National living wage. liabilities (see Q&A 25).

Note that incoming employersA people or businesses hiring one or more staff members. will not inherit any liability for criminal acts which were carried out by the outgoing employerA person or business hiring one or more staff members..

Because of the above, it is common for the incoming and outgoing employersA people or businesses hiring one or more staff members. to specifically assign responsibility for some of these matters between themselves as part of the transfer, eg with the outgoing employerA person or business hiring one or more staff members. indemnifyingAgreeing that one party will compensate another on the occurrence of a specified event. the incoming employerA person or business hiring one or more staff members. against any claims that the employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. might make about their employment before the transfer. See Q&A 30 for further information about this.

Yes. The new employerA person or business hiring one or more staff members. will take on responsibility for any outstanding employment disputes or claims against the old employerA person or business hiring one or more staff members., such as those arising from any grievanceA concern, problem or complaint which a member of staff raises with his employer., disciplinary action or any claim taken to an Employment TribunalA tribunal that deals solely with employment disputes. or other court.

For example:

1. If the old employerA person or business hiring one or more staff members. dismisses an employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. to stop them transferring to the new employerA person or business hiring one or more staff members. (which is automatically an unfair dismissalWhen an employee is dismissed without good reason or without following the proper procedure. Tribunal awards for unfair dismissal are up to one year's gross pay, currently capped at £93,878.), the new employerA person or business hiring one or more staff members. will inherit that claim.

2. Any outstanding liabilities under discriminationTreating someone differently directly or indirectly because of their age, disability, gender reassignment, marriage or civil partnership status, being pregnant and/or being on maternity leave, race, religion or belief, sex or sexual orientation. law or other employment law will transfer to the new employerA person or business hiring one or more staff members.. For example, if the old employerA person or business hiring one or more staff members. has not paid male and female employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. equal pay for equal work, responsibility for the potential claim from the disadvantaged employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. will transfer to the new employerA person or business hiring one or more staff members..

3. Any outstanding personal injury claims that an employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. could bring against their outgoing employerA person or business hiring one or more staff members. will transfer to the new employerA person or business hiring one or more staff members..

It is common to address this seeming injustice to the new employerA person or business hiring one or more staff members. and apportion responsibility for any costs in a commercial agreement accompanying the transfer; see Q&A 30 for further information.

A transferring employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. will not be able to remain a member of the outgoing employerA person or business hiring one or more staff members.'s occupational pension schemeA pension scheme which is organised by an employer for their staff., so the new employerA person or business hiring one or more staff members. will have to enrol relevant staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. under their own scheme (see Enrolling staff into a pension scheme for more information about this).

However, it is important to be aware that whilst occupational pension schemesPension schemes organised by an employer for their staff. do not transfer under TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes., benefits an employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. may have that do not relate to old age, such as benefits relating to early retirement, may transfer. Particular care should be taken where employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. either are or were formerly members of a final salary pension scheme. Such schemes on occasion operate enhanced early retirement or redundancyWhen a staff member is dismissed because his role is no longer needed. rights which do transfer under TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes..

Equally, if an outgoing employerA person or business hiring one or more staff members. has been making contributions on behalf of an employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. to a private pension scheme, this will transfer under TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes..

If such rights exist, you should take legal advice as the cost of these benefits can be very high. Full coverage of pension obligations in TUPE transfersTransfers of employees between employers to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply. are beyond the scope of this service. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.

Yes; any unpaid National Minimum WageThe minimum hourly wage that employers must pay their staff. Staff who are aged 21 and over must be paid the National living wage. liabilities, including penalties from HMRCHis Majesty’s Revenue and Customs. The government authority which oversees tax and customs., will transfer to the new employerA person or business hiring one or more staff members.. This means that if the old employerA person or business hiring one or more staff members. has underpaid the transferring employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work., the new employerA person or business hiring one or more staff members. could be responsible for paying the arrears to the relevant members of staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer.. The new employerA person or business hiring one or more staff members. could also face penalties from HMRCHis Majesty’s Revenue and Customs. The government authority which oversees tax and customs. for 100% to 200% of the arrears owed to those staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. members.

It is common to address this seeming injustice to the new employerA person or business hiring one or more staff members. and apportion responsibility for any costs in a commercial agreement accompanying the transfer; see Q&A 30 for further information.

EmployersA people or businesses hiring one or more staff members. transferring employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. away in a TUPE transferA transfer of an employee between employers to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply. are legally required to provide certain information about the employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. to the incoming employerA person or business hiring one or more staff members. at least 28 days before the transfer, known as employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. liability information; see Q&A 27 for further information about this requirement.

In addition to this, an incoming employerA person or business hiring one or more staff members. is likely to want certain information from the existing employerA person or business hiring one or more staff members. to allow it to assess the risks and costs involved in the transfer before it decides to proceed. This may be done as part of the tender process or by sending a due diligence A detailed investigation of a business, or aspects of a business, relevant to negotiations between parties, which is carried out by one or more parties to the discussions before legally committing themselves to a transaction or contractquestionnaire during pre-contractual negotiations; the incoming employerA person or business hiring one or more staff members. can use TUPE - due diligence questionnaire. You can also purchase this letter as part of the TUPE transfer toolkit for incoming employer.

If you are an incoming employerA person or business hiring one or more staff members., consider asking for information about:

1. Which employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. the outgoing employerA person or business hiring one or more staff members. considers ought to be assigned to you after the transfer, and what they do, so that you can check you agree with their assessment. You should also ask for details of the outgoing employerA person or business hiring one or more staff members.'s non-employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. (eg casual workersPeople hired to work on an as required basis, sometimes known as seasonal workers., freelancersPeople, in business for themselves, who provide services to others. They may be individuals simply working under their own names, or may offer services through companies or partnerships. Sometimes known as consultants or independent contractors. and agency workersStaff supplied by a recruitment agency to work for a business under a contract made between the agency and the business. ); these types of staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. will generally not transfer to you but you will want to understand how they fit into the existing business. See Q&A 10 for more information about how to tell who ought to transfer.

2. Copies of transferring employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.' contracts, companyA private company limited by shares incorporated and registered in England and Wales. handbook etc so that you can see whether there are any problematic terms (eg enhanced redundancyWhen a staff member is dismissed because his role is no longer needed. payments (these can cause significant problems if you will need to make some employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. redundant as part of the transfer), guaranteed bonuses, guaranteed salary increases or unusually high salaries); see Q&A 22 for information about rights and liabilities that transfer in a TUPE transferA transfer of an employee between employers to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply..

3. Information about any occupational pension schemesPension schemes organised by an employer for their staff.; see Q&A 24 for information about what happens with pension schemes after a TUPE transferA transfer of an employee between employers to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply..

4. Any other liabilities which could arise, such as legal disputes which employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. have brought or may bring; see Q&A 23 for information about this.

As an outgoing employerA person or business hiring one or more staff members., you must provide certain information about your employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. to the incoming employerA person or business hiring one or more staff members. at least 28 days before the transfer, known as employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. liability information.

If you fail to do so or if the information you provide is inaccurate, the incoming employerA person or business hiring one or more staff members. could bring a claim against you for compensation. Compensation awarded by the Employment TribunalA tribunal that deals solely with employment disputes. normally starts at £500 per employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who you have failed to send the proper information about.

The information should be provided in writing (or another easily accessible format) and it can be provided in instalments or via a third partyA person who is not directly involved in an existing relationship, transaction or dispute; for example, someone who is not a named party in a contract. if more convenient (eg through the client if you have lost a service contractIn the context of a company, an agreement between a director or senior manager and the company, outlining the particulars of the services to be provided by the director or manager to the company and what he will receive in return. A director of a company who is also an employee is referred to as an executive director. on a re-tender). You can use TUPE - Employee liability information letter as a template cover letter to send to the incoming employerA person or business hiring one or more staff members., along with the relevant information (the incoming employerA person or business hiring one or more staff members. can use TUPE - Letter Requesting Employee Liability Information to request it).

As a minimum it must include:

1. the age and identity of the employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. transferring;

2. their core employment terms and conditions (see Q&A 28 for what information is required);

3. details about any formal grievancesConcerns, problems or complaints raised by a member of staff with his employer. raised or formal disciplinary action taken over the last two years;

4. details about any court or tribunal claims or actions that the employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. have brought within the last two years or which you reasonably believe that they may have against you; and

5. information about any collective agreements Agreements that are negotiated with a trade union or other employee representative that affects the terms of the employees' contracts. which will apply after the transfer.

The information you provide in the letter must be accurate as at a date which is not more than 14 days before the date of the letter. If any of the information changes between the time you initially provide it and the date that the transfer is completed, you must give the incoming employerA person or business hiring one or more staff members. notice in writing of the changes.

Bear in mind that much of the data you are required to provide is personal dataAny information about an identifiable, living person. Information which cannot be used to identify someone on its own will still be personal data if it can be used in combination with other information to identify that individual. and you therefore have data protectionThe area of law which deals with the way in which data can be handled. obligations when transferring it. As you are legally required to shareA share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. liability information with the incoming employerA person or business hiring one or more staff members., you will automatically have a lawful basis for disclosing that data ; you must make sure you put in place appropriate safeguards when doing so. See The rules about sharing personal data for information about what you have to do.

As an outgoing employerA person or business hiring one or more staff members., you are required to provide information about the core employment terms and conditions of the employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who are transferring to the incoming employerA person or business hiring one or more staff members.. Usually this is done by providing their employment contract and the staff handbookA staff handbook is a manual provided to employees by an employer which usually contains information about company policies and procedures..

The following information must be included:

1. the name of employerA person or business hiring one or more staff members. and employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work., job title and a brief description of the employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.’s duties;

2. the date employment began and the date on which the employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.’s period of continuous employmentHow long a person has been employed without a break lasting at least a week. Time off work whilst still employed (eg annual leave, sick leave etc) does not count as a break. began;

3. pay details including when the employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. is paid;

4. working hours (this must include what their normal working hours will be, the days of the week, whether these hours will vary, and if so, how);

5. holiday entitlement and pay, including any public and bank holiday entitlement and rights to accrued holiday payPayment made by an employer to a worker during the worker's holiday time off work. at the end of the employment;

6. sick leave and pay entitlements;

7. details of any pensions and pension schemes;

8. notice periods and, if the employment is a fixed-term contractA contract which runs for a set period of time, or until a set event, before ending. This is in contrast to permanent contracts, where there is no end date specified., the end date;

9. disciplinary rules and grievanceA concern, problem or complaint which a member of staff raises with his employer. procedures;

10. details of any collective agreements Agreements that are negotiated with a trade union or other employee representative that affects the terms of the employees' contracts. with trade unions;

11. any paid leave entitlement (besides sickness and holiday);

12. details of any other benefits;

13. any training entitlement (including mandatory and non-mandatory and, if mandatory, who bears the cost);

14. place(s) of work; and

15. if the employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. is required to work outside the UKUnited Kingdom of Great Britain and Northern Ireland: when he must do so, what currency he is paid in during that time, details of any benefits he gets because of the work overseas and any terms and conditions dealing with his return to the UKUnited Kingdom of Great Britain and Northern Ireland.

As an incoming employerA person or business hiring one or more staff members., you have a specific legal obligation to inform the outgoing employerA person or business hiring one or more staff members. of any changes that you envisage you will make following the transfer. For example:

1. You should include information about membership of your occupational pension schemeA pension scheme which is organised by an employer for their staff., as a change of schemes will happen following the transfer (see Q&A 24 for information about pension scheme membership after TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes.).

2. If you will be re-organising your teams or a change might affect the terms and conditions of the transferring employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.' employment, eg a change to their role or place of work, you should provide details of this. However, note that changes can only be made in limited circumstances; see Q&A 45 for more information.

You must provide the information in a measures letter to be sent to the outgoing employerA person or business hiring one or more staff members., in time to allow it sufficient time to consult with its employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. about your proposed changes. See TUPE - Measures letter for a template that you can complete (the outgoing employerA person or business hiring one or more staff members. can use TUPE - Letter requesting measures information to request the information). You can also purchase these letters as part of the TUPE transfer toolkit for incoming employer or TUPE transfer toolkit for outgoing employer.

If you fail to provide this information to the outgoing employerA person or business hiring one or more staff members., it may bring a claim against you and you could be ordered to pay compensation.

Bear in mind that if you are sharing personal dataAny information about an identifiable, living person. Information which cannot be used to identify someone on its own will still be personal data if it can be used in combination with other information to identify that individual. about your staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer., you will have data protectionThe area of law which deals with the way in which data can be handled. obligations and will need to take certain measures to make sure that you comply with these; see The rules about sharing personal data for more information about this.

It is recommended that you take legal advice on the drafting of the agreements and contractual protections that deal with a TUPE transferA transfer of an employee between employers to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply.. Set out below are some contractual assurances that are often sought:

1. assurances that the employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. liability information is correct and that the outgoing employerA person or business hiring one or more staff members. agrees to cover any costs in the event that the information turns out to be wrong;

2. assurances that the list of transferring employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. is accurate and that if any staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. who are not on the list claim that they should have transferred, the outgoing employerA person or business hiring one or more staff members. will pick up the costs of having to make them redundant;

3. assurances that the outgoing employerA person or business hiring one or more staff members. has complied with all of its duties under TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. (eg to inform and consult with its affected employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.) and that it will pick up the costs of any claim brought on the basis that it has not done so; and

4. assurances that the outgoing employerA person or business hiring one or more staff members. has paid all employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. and will pay all employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. up until the transfer date and that it will cover any of your costs if it transpires that it has not done so.

If you are in a situation where employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. are to transfer into your business under TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes. (see Q&A 3 for when these situations will be), you must do the following:

1. provide a measures letter to the outgoing employerA person or business hiring one or more staff members. (see Q&A 29 for more information);

2. give your affected employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. certain information about the transfer (see Q&A 33 for more information);

3. consult with your employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. about any changes that may affect them (see Q&A 36 for more information);

4. ask for information and assurances from the outgoing employerA person or business hiring one or more staff members. about the employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who will be transferring to you (you can use TUPE - due diligence questionnaire and TUPE - Letter Requesting Employee Liability Information to request this - see Q&A 26 and following for more information);

5. consider and deal with practicalities that will be involved once the new employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. transfer into your business (you can use Checklist - Practicalities to consider ahead of a TUPE transfer (incoming employer)); and

6. once the transaction is finalised, send a letter to your new employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. to confirm this. You can use TUPE - Confirmation of transfer of employment letter. You can also purchase this letter as part of the TUPE transfer toolkit for incoming employer.

Before a TUPE transferA transfer of an employee between employers to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply. takes place, you must provide certain information to employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who will be affected either by the transfer itself or any measures taken in connection with it; see Q&A 34 for information about who has the right to receive it if you are transferring staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. away and Q&A 35 if you are transferring staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. into your business.

This information must be provided long enough before the transfer date to enable you to carry out any consultation required, but there is no set time frame; several weeks may be sufficient for a very straightforward process whilst several months may be needed for a more complex one.

If you are transferring employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. away from your business, you can use TUPE - Letter providing information for employees (outgoing employer) and if you are transferring employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. into your business, you can use TUPE - Letter providing information for employees (incoming employer) to assist you with providing this information. You can also purchase these letters as part of the TUPE transfer toolkit for incoming employer or TUPE transfer toolkit for outgoing employer.

The information you must provide is:

1. Confirmation that the transfer is taking place, including the proposed date for the transfer and the reasons for it.

2. What the legal, economic and social implications of the transfer will be for the affected employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.; for example, the impact of the transfer on their employment contracts or rights, remuneration and benefits, potential redundanciesWhere staff members are dismissed because their role will no longer exist with the employer. and the future prospects of the business. This is not an exhaustive list and you should take advice about what information to include if you are unsure.

3. What measures you envisage that you will take in relation to the affected employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. because of the transfer; measures might include re-organising your teams or changing the terms and conditions of their employment. If you do not intend to take any measures, you must inform the representatives of that fact. If you do intend to take some measures, you must also consult with your employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.' representatives; see Q&A 36 for more information about how to carry out this consultation.

4. If you are the outgoing employerA person or business hiring one or more staff members., information about the measures that you envisage the incoming employerA person or business hiring one or more staff members. will take in relation to the affected employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. post-transfer. If you do not envisage the incoming employerA person or business hiring one or more staff members. taking any such action, you must inform the representatives of that fact. Note that the incoming employerA person or business hiring one or more staff members. is required to inform you of their intentions in relation to the incoming employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. in time for you to pass this on to your employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.' representatives; see Q&A 29 for more information about this.

5. If you use agency workersStaff supplied by a recruitment agency to work for a business under a contract made between the agency and the business. , information about how many work for you, what part of your business they work for and what type of work they are carrying out.

The following staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. have the right to receive information about a TUPE transferA transfer of an employee between employers to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply.:

1. any employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who will be transferred away from your business under TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes.; and

2. anyone else whose job might be affected by the proposed transfer. This could include:

   1. employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. in your finance or HR teams if those teams have to be reorganised because of a reduced workload or new ways of working;

   2. employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. whose jobs might be in jeopardy for a reason connected to the transfer; or

   3. employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who have pending job applications that could be impacted by the transfer.

If you are a micro-business employing fewer than ten employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work., you can inform and consult directly with the affected employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. themselves. If your employ tenor more employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work., those affected by the transfer will need a representative who will consult with you on their behalf; see Q&A 39 for more information.

Any of your existing employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. whose job might be affected by the proposed transfer have the right to be informed and consulted about it.

As an incoming employerA person or business hiring one or more staff members., this could include employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. in your finance or HR teams if those teams have to be reorganised because of an increased workload or new ways of working; employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. whose jobs might be in jeopardy for a reason connected to the transfer; or employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who have pending job applications that could be impacted by the transfer.

If you are a micro-business employing fewer than ten employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work., you can inform and consult directly with the affected employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. themselves. If your employ ten or more employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work., those affected by the transfer will need a representative who will consult with you on their behalf; see Q&A 39 for more information.

Yes, if you will be taking measures that will be affecting them eg if you will be changing the terms and conditions of their employment). You do not have to consult them if you will not be taking such measures.

The consultation needs to happen before the transfer takes place. You must consult through employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. representatives, unless your business has fewer than 50 employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work., or is transferring fewer than 10 employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work., in which case you can consult with those affected directly; see Q&A 39 for information about this.

The consultation must be conducted with a view to seeking your employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.' agreement to your proposed measures. This does not mean that you must reach agreement with them, but you must negotiate with them in good faithTo act in good faith means behaving fairly and openly, essentially playing fair.. Failure to undertake a proper consultation could result in a legal claim against you by your employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. for up to 13 weeks' gross payThe amount of pay before tax has been taken out of it. each.

Your consultation process must include the following steps:

1. provide certain required information to your employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. or their representatives (see Q&A 33 for what this information is);

2. consider any representations made by the employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. or their representatives;

3. respond suitably to any representations made; and

4. explain your reasons if you reject the representations.

A normal consultation will usually consist of arranging two or three meetings with the employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. or their representatives (more may be required), spread out evenly over the consultation period. At the initial meeting it is usual to set out the background to the transfer, seek feedback or alternatives from representatives and respond to questions. Subsequent meetings will deal with further questions, addressing concerns raised by the representatives or setting out reasons why their alternative proposals are not accepted

See TUPE - Consultation meeting agenda for an example of an agenda for an initial consultation meeting. You should take a note of what is covered in each consultation meeting, although it does not need to be a word-for-word account. You can also purchase these letters as part of the TUPE transfer toolkit for incoming employer or TUPE transfer toolkit for outgoing employer.

There is no set time frame, but in practice, for a transfer where there will be very few changes and there are not many affected employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work., allowing enough time for a consultation period of three to four weeks before the transfer date would be reasonable, while for transfers that involve significant changes and large numbers of employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work., a consultation period of six to eight weeks may be more appropriate.

It is sensible to allow more time than you think you might need in practice.

You are required to provide certain information to employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who will be affected by a TUPE transferA transfer of an employee between employers to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply. and consult with them about any measures that may affect their employment.

If your business has fewer than 50 employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work., or you are transferring less than ten employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work., you can inform and consult directly with the employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. affected themselves, if there is no existing trade union or employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. representative.

If you have 50 or more employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work., you must consult with those affected through a representative; if there is no pre-existing representative, your affected employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. must elect one; although if they fail to do so within a reasonable amount of time, you can inform and consult with the employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. directly.

See Q&A 40 for more information about who they can elect and Q&A 42 for information about the election process.

If there is an existing independent trade union representative, or an existing employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. representative (who has authority to consult with you about the transfer), you should inform and consult with them.

If there is no pre-existing representative, you must invite affected employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. to elect representatives for the purposes of information and consultation; for information about which categories of staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. are considered affected by a transfer and therefore have the right to vote, see Q&A 34 if you are transferring staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. away from your business and Q&A 35 if you will be transferring staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. in.

EmployeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. representatives can be drawn from your affected staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. members. You must ensure that all affected employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. have the chance to stand for office and all affected employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. are entitled to vote. Bear in mind that representatives who are employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. have the right to a reasonable amount of paid time off during work hours to carry out their duties.

You will need to decide how many representatives there will be, and whether there should be different representatives for different classes of affected employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.; Q&A 41 for more information.

You need to ensure that there are sufficient representatives to represent all the interests of the affected employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work..

Whether or not you need categories, and if so which ones you choose, will depend on the numbers of staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer., the way in which your organisation is set up, and what is being transferred; for example, you may have a group of administrative staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer., sales staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. and managers. If the groups are small, one representative per group should suffice but you may need several for larger groups. This is down to you and depends on the circumstances.

See Q&A 42 for how to carry out the election process.

You are under a duty to hold a fair and secure election process.

Once you have decided on which categories of employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. representative you need, and how many (see Q&A 40), follow the following process:

1. Announce the transfer and call for nominations for elected representatives. You can use TUPE - Letter to staff regarding proposed transfer. You can also purchase this letter as part of the TUPE transfer toolkit for incoming employer or TUPE transfer toolkit for outgoing employer.

2. Having received nominations, write to your staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. to let them know who has been nominated and include a ballot form to allow them to vote for nominees. You must allow them to vote for as many candidates as there will be representatives within the group they fall within. For example, if you have 20 affected employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. in your 'administrative staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer.' group, which has 2 posts to fill, each administrative staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. member must be able to vote for 2 candidates. You can use TUPE - Notice of ballot. You can also purchase this notice as part of the TUPE transfer toolkit for incoming employer or TUPE transfer toolkit for outgoing employer.

3. Count up the ballots; you must ensure that the process is kept secret and the votes are accurately counted. Communicate the results to your staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer.. You can use TUPE - Notice of appointment of employee representatives. You can also purchase this notice as part of the TUPE transfer toolkit for incoming employer or TUPE transfer toolkit for outgoing employer.

If an elected representative stands down during the consultation period or the period of office, you should arrange another election for a replacement representative following these requirements.

You can legitimately make staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. redundant after a TUPE transferA transfer of an employee between employers to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply. if you have a genuine redundancyWhen a staff member is dismissed because his role is no longer needed. situation,provided you follow the correct redundancyWhen a staff member is dismissed because his role is no longer needed. process. See Redundancy process for guidance about how to carry out a redundancyWhen a staff member is dismissed because his role is no longer needed. process correctly. Bear in mind in particular when carrying out a redundancyWhen a staff member is dismissed because his role is no longer needed. process in the context of a TUPE transferA transfer of an employee between employers to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply. that you should:

1. ensure that the pool of employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. from which you will make redundanciesWhere staff members are dismissed because their role will no longer exist with the employer. includes all employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who are doing similar work (and does not just include employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. that have transferred to you under TUPEThe Transfer of Undertakings (Protection of Employment) Regulations 2006. A set of regulations which dictate the protections that employees have when their employer changes.);

2. ensure as far as possible that the agreed selection criteria for redundancyWhen a staff member is dismissed because his role is no longer needed. are applied fairly across all members of the selection pool (bearing in mind that you will be more familiar with your own employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. than those who have been transferred to you); and

3. bear in mind that continuous employmentHow long a person has been employed without a break lasting at least a week. Time off work whilst still employed (eg annual leave, sick leave etc) does not count as a break. is not interrupted or reset by a TUPE transferA transfer of an employee between employers to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply., so if an employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. has been with the outgoing employerA person or business hiring one or more staff members. long enough to qualify for a redundancy paymentMoney paid to a staff member because he is being made redundant., they will be entitled to one after the transfer.

If you intend to make 20 or more employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. redundant within a 90-day period, there are special rules regarding how to do this and you should take legal advice in this situation.

If the changes you want to make are clearly beneficial to the employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. (eg a pay rise), then you are permitted to make them.

If you wish to make changes that are detrimental or neutral to the employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work., the general rule is that you are only permitted to try and make such changes if the reason you are doing so is unconnected to the transfer, otherwise the changes will be voidNot legally binding. even if your employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. have agreed to them.

A desire to bring your new employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.' terms and conditions in line with those of your existing employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. is not an acceptable reason and is therefore not permitted.

You can generally only make changes in the following circumstances:

1. The change is for a reason genuinely unconnected to the transfer

   For example, if you suddenly lose a large client for reasons unconnected to the transfer, you may make any necessary changes to your recently transferred employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.'s contract (eg a reduction of hours).

2. You have an economic, technical or organisational reason (an ETO reasonEconomic, Technical or Organisational reason. A recently transferred employee's contract can be changed for an ETO reason even if it would normally not be possible to change their contract due to the protections of the Transfer of Undertakings (Protection of Employment) Regulations 2006.) for the change

   This might include changes to the numbers employed by you, changes to the functions of your employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. or a change to their place of work. You must get the consent of your TUPE transferredTransferred between employers in a way which means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply. employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. to the variation.

   Example: You may have gained a service provision contract in a re-tender and therefore (because of your organisational structure) require a transferred employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. to work in a new location. This will be permitted if the employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. agrees to this change.

   If you have an ETO reasonEconomic, Technical or Organisational reason. A recently transferred employee's contract can be changed for an ETO reason even if it would normally not be possible to change their contract due to the protections of the Transfer of Undertakings (Protection of Employment) Regulations 2006. which requires changes to your workforce, you should ensure that your decision making process and the consent of the affected employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. are properly documented in case you later face claims for breach of contractFailing to keep to the terms of a contract by doing something which is forbidden or failing to do something which is required under the contract. or constructive dismissalWhere an employee has resigned because his employment contract has been seriously breached, he can regard himself as having been dismissed..

3. The terms of the employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.'s contract permit the variation

   As the employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.'s contract automatically transfers to you as the new employerA person or business hiring one or more staff members., you can benefit from any clauseA provision or section. Usually in a contract. in the contract that permits it to be varied.

   However, be careful to ensure that the change you want to make is covered by the variation clauseA provision or section. Usually in a contract. . You should also check when the variation clauseA provision or section. Usually in a contract. was inserted into the contract. If it was only put in by the outgoing employerA person or business hiring one or more staff members. because of the transfer it could be voidNot legally binding. and you won't be able to rely on it.

4. You want to change a term from a collective agreementAn agreement that is negotiated with a trade union or other employee representative that affects the terms of the employees' contracts.

   If you want to change a term in your employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.'s contract that has been incorporatedThe legal process to have formed a company. from a collective agreementAn agreement that is negotiated with a trade union or other employee representative that affects the terms of the employees' contracts. , you can do so if you make the change more than a year from the date of the transfer and it is not less favourable to the employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. than the existing terms.

Any change must be made in accordance with the proper process, which will generally include consulting with the employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. and getting their agreement; see Process for changing employee contracts for more information.

No. A desire to bring your new employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.' terms and conditions in line with those of your existing employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. is not an acceptable reason and is therefore not permitted.

You are not allowed to make changes to TUPE transferredTransferred between employers in a way which means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply. employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.' contracts of employmentContracts between employer and employee which sets out the rights and responsibilities of both. if your reasons for doing so relate to the transfer.

This rule does not have an expiry; there is no time at which a change will automatically be deemed unconnected to the transfer. Generally speaking, the longer the time in between the transfer and the changes, the greater the likelihood that you will be able to point to reasons other than the transfer for the changes you make (even if the transfer created the context for your decision). Because of the risks of getting this wrong, you should take legal advice if you plan to make changes that will have a significant impact on employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. and may be connected to the transfer.

Not necessarily. You may consider ring-fencing your TUPE transferredTransferred between employers in a way which means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) apply. staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer. so that they are not entitled to the same benefits etc as your existing staffAnybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer.. However, you must take care if adopting this approach; you need to remember your duty of good faithTo act in good faith means behaving fairly and openly, essentially playing fair. to the employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. and act reasonably, otherwise you risk legal claims being made against you by the employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work..

It may, for example, be reasonable to ring-fence the employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. who have transferred into your business so that they are not eligible for certain benefits (eg pay increases) until your existing employeesIndividuals hired personally to work under contracts of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. have been brought in line with them.

Before you take this approach, ensure you check whether the transferring employeeAn individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.'s contract guarantees(1) In the context of debt, contracts under which one person agrees to pay the debtor's debts if the debtor cannot pay themselves. (2) In the context of sale of goods, promises to a customer which are given freely (without charging extra money) that the goods they are buying will meet certain standards, and if they do not the person making the promise will do something to make up for that (eg give a refund, or repair or replace the goods). certain benefits (eg an annual pay increase); if it does you will need to respect this.