TUPE Transfer Information Notice (England & Wales)

A TUPE Transfer Information Notice in the United Kingdom records an employer decision affecting an employee's engagement and the reasons and procedure followed, and is governed by the Employment Rights Act 1996.

TUPE 2006 implements the Acquired Rights Directive (Council Directive 2001/23/EC) in UK domestic law. Its central purpose is to protect employees from losing their jobs or having their employment terms worsened simply because their employer's business is transferred to a new owner. Under regulation 4(1) of TUPE 2006, all rights, duties, powers, and liabilities under the affected employees' contracts of employment transfer automatically to the new employer (the transferee) on the date the transfer takes effect. This means that the new employer steps into the shoes of the old employer and takes on all existing contractual obligations, including pay, holiday entitlement, pension rights, seniority, and continuity of service.

The obligation to provide a formal Transfer Information Notice arises under regulation 13 of TUPE 2006. This regulation requires the employer — both the transferor (the outgoing employer) and, in respect of its own intended measures, the transferee (the incoming employer) — to inform and, where measures are envisaged, consult with the appropriate representatives of any employees who may be affected by the transfer. The notice must be given long enough before the transfer for the representatives to study it, formulate questions, and engage in meaningful consultation where the employer proposes to take measures in connection with the transfer.

TUPE 2006 applies in two broad categories of situation. The first is a straightforward 'business transfer' under regulation 3(1)(a), where an economic entity that retains its identity is transferred from one employer to another. The entity need not transfer in its entirety — a distinct part of a business can transfer separately. The second category, introduced by the 2006 Regulations and developed through substantial case law in the Employment Appeal Tribunal and Court of Appeal, is a 'service provision change' under regulation 3(1)(b). A service provision change occurs where a service that was previously provided in-house is contracted out to an external contractor, where a service contract moves from one contractor to another on re-tender, or where a service previously contracted out is brought back in-house by the client organisation. This second category is particularly important in England and Wales, as it significantly broadens the reach of TUPE beyond traditional business sales to cover everyday commercial contracting arrangements across sectors such as facilities management, security, IT services, catering, and cleaning.

Failure to comply with regulation 13 is not merely a technical breach — it can result in an Employment Tribunal awarding compensation of up to 13 weeks' gross pay per affected employee, with no qualifying period of employment required to make a claim. A properly drafted and timely TUPE Transfer Information Notice protects the employer from such claims and confirms that employees are fully and accurately informed of their rights and of the changes that will affect them when the transfer takes effect.

The practical importance of the TUPE Transfer Information Notice extends beyond legal compliance. In the context of a business transfer or service change, employees are naturally concerned about job security, changes to their working conditions, and the culture of their new employer. A clear, detailed, and transparently communicated notice helps manage these anxieties, reduces the risk of key employees resigning before the transfer (which would cost the organisation valuable talent), and sets a positive tone for the transferee's relationship with its newly acquired workforce. Employment lawyers in England and Wales consistently advise clients that early, clear, and honest communication is the single most effective way to follow a TUPE transfer with minimum disruption to operations and relationships.

A TUPE Transfer Information Notice is required in every situation where a relevant transfer — whether a business transfer or a service provision change — is taking place and there are employees who will be affected. The obligation arises regardless of whether the employer intends to make any changes to the affected employees' terms and conditions after the transfer, and regardless of how many employees are affected. Even where only a single employee is transferring, the full regulation 13 obligation still applies.

Common situations in which a TUPE Transfer Information Notice is required in England and Wales include: the sale of a business or part of a business, where the buyer is taking over the operations of the seller and there are employees assigned to those operations; the outsourcing of a function that was previously carried out in-house — for example, a company outsourcing its IT helpdesk, cleaning, catering, or facilities management services to an external contractor; a change of service provider on a re-tender, where a contract for services (such as a security contract, grounds maintenance contract, or contact centre contract) moves from one contractor to another; the insourcing of a function — sometimes called a 'second-generation TUPE transfer' or 'reverse TUPE' — where a service that was being provided by an external contractor is brought back in-house by the client organisation; and a corporate merger or acquisition where the acquiring company is taking on the employees of the target company as part of the transaction structure.

The notice must be provided before the transfer takes place, with sufficient advance notice to enable meaningful consultation. TUPE 2006 does not prescribe a specific minimum period in the way that the collective redundancy consultation framework under TULRCA 1992 does — which requires consultation to begin at least 30 days before the first dismissal where 20 to 99 redundancies are proposed, and at least 45 days before the first dismissal where 100 or more redundancies are proposed. However, courts and Employment Tribunals in England and Wales have consistently held that the information must be provided in 'good time' — meaning early enough for the appropriate representatives to formulate an informed response, ask questions, and engage in genuine consultation — and that last-minute notification given a day or two before the transfer date will not satisfy regulation 13. In complex transactions involving significant measures, several weeks of advance notice is expected.

A TUPE Transfer Information Notice is also required in conjunction with the separate Employee Liability Information (ELI) disclosure obligation under regulation 11 of TUPE 2006, which requires the transferor to provide the transferee with detailed written information about each transferring employee at least 28 days before the transfer date. If the transferor fails to provide ELI on time, the transferee can bring a separate compensation claim against the transferor under regulation 12 of TUPE 2006. The Transfer Information Notice should cross-reference this obligation to confirm that all parties understand the full scope of their compliance requirements.

Finally, TUPE consultation obligations sit alongside — not instead of — the collective redundancy consultation obligations under section 188 of TULRCA 1992. Where a TUPE transfer is accompanied by 20 or more proposed redundancies within any period of 90 days at one establishment, both sets of obligations apply independently and simultaneously. Employers who confuse the two regimes or treat TUPE consultation as substituting for collective redundancy consultation risk separate claims and separate maximum compensation awards in respect of each breach.

A TUPE Transfer Information Notice for use in England and Wales must include a number of prescribed elements to satisfy the requirements of regulation 13 of TUPE 2006, and should be drafted with careful attention to both the statutory requirements and the practical needs of the affected employees.

The identification of the parties is the starting point. The notice should clearly identify the transferor — the employer who is transferring the business or service — and the transferee — the employer who is taking it over — by their full registered names and addresses. In a complex corporate transaction involving multiple entities, it is important to identify the correct legal entity on each side, as mistakes here can undermine the validity of the notice.

The transfer date — the date on which employment will transfer from the transferor to the transferee — must be stated precisely. Under regulation 4(1) of TUPE 2006, the automatic transfer of rights and liabilities takes effect on this date. All of the affected employees' contractual terms and conditions, liabilities, and statutory rights transfer at this exact moment.

The reason for the transfer is a statutory requirement under regulation 13(2)(a) of TUPE 2006. The notice should identify clearly whether the transfer is a business transfer under regulation 3(1)(a) or a service provision change under regulation 3(1)(b), and explain the commercial or operational circumstances that have given rise to it. Courts have held that the reason must be genuine and clearly expressed — the notice should not use formulaic boilerplate language without applying it accurately to the specific facts of the transaction.

The legal, economic, and social implications for the affected employees — required by regulation 13(2)(b) — must be addressed thoroughly. This includes explaining the effect of regulation 4 (automatic transfer of contracts), the prohibition on detrimental variations under regulation 4(4), and the right not to be dismissed by reason of the transfer under regulation 7. The right to object to the transfer under regulation 4(9), and its consequences, should also be explained.

The measures envisaged by the transferor and the measures envisaged by the transferee are required by regulation 13(2)(d) of TUPE 2006. If either party does not envisage any measures, this must be explicitly stated — omitting the information on the ground that there is nothing to report is not sufficient. Where measures are envisaged, the employer must consult with the appropriate representatives with a view to reaching agreement under regulation 13(6), which creates a positive obligation to engage in genuine dialogue rather than simply providing information.

The Employee Liability Information (ELI) obligation under regulation 11 is closely connected to the Transfer Information Notice and should be addressed within it. The notice should identify the date on which ELI was or will be provided to the transferee, confirming compliance with the 28-day advance disclosure requirement.

The consultation arrangements section should identify who the appropriate representatives are — whether a recognised trade union under the Trade Union and Labour Relations (Consolidation) Act 1992 or elected employee representatives — and when consultation began or will begin. For employers with fewer than 10 employees, regulation 13A of TUPE 2006 permits direct consultation with each affected employee where there are no existing appropriate representatives.

Finally, the notice should identify a named contact person to whom questions can be directed, and should be signed by an authorised representative of both the transferor and the transferee to confirm that its contents are accurate and complete.

Under the Employment Rights Act 1996, the Employment Tribunal adjudicates workplace disputes. Section 94 of the Employment Rights Act 1996 provides the right not to be unfairly dismissed. The Advisory, Conciliation and Arbitration Service (ACAS) provides early conciliation under Section 18A of the Employment Tribunals Act 1996. The UK GDPR and Data Protection Act 2018 govern personal data handling. HM Revenue and Customs (HMRC) administers PAYE and National Insurance contributions under the Income Tax (Earnings and Pensions) Act 2003. The forms-legal.com TUPE Transfer Information Notice (England & Wales) template covers the mandatory elements under Employment Rights Act 1996.