TUPE and Redundancy Solicitors in London

What TUPE, redundancy and reorganisation law covers

Whenever a business is sold, a service is outsourced or brought back in-house, or a workforce is restructured, employment law decides who moves, on what terms, who can be dismissed and how. As TUPE solicitors London buyers, sellers, outsourcing customers and contractors instruct, we advise on the Transfer of Undertakings (Protection of Employment) Regulations 2006, redundancy and collective consultation, and the harmonisation of terms after a deal.

These rules carry real money, which is why TUPE solicitors London businesses retain are usually brought in before heads of terms. Employees transfer automatically with their accrued liabilities. Dismissals connected with a transfer can be automatically unfair. Failure to consult collectively can produce protective awards per employee, and the maximum award doubled from 90 to 180 days' pay for dismissals from 6 April 2026.

The cost of getting redundancy wrong is also rising. For dismissals from 1 January 2027 the qualifying period for ordinary unfair dismissal falls from two years to six months and the cap on the compensatory award is removed. Restructurings planned for 2027 need to be designed with that in mind.

When it becomes a legal question

Usually at heads of terms, at the invitation to tender for an outsourced service, or when a board first discusses headcount reduction. Consultation obligations are triggered by proposals, not decisions, so advice is most valuable before plans are fixed.

The TUPE framework: when it applies and what transfers

The Transfer of Undertakings (Protection of Employment) Regulations 2006 implement the EU Acquired Rights Directive and have been retained and amended since Brexit. They apply across the UK, although Northern Ireland has its own amending regulations, so some detailed rules differ there.

Two kinds of relevant transfer

• Business transfer (regulation 3(1)(a)). A transfer of an economic entity that retains its identity, such as the sale of a business or part of one as a going concern. A share sale is not a TUPE transfer, because the employer does not change.
• Service provision change (regulation 3(1)(b)). Outsourcing, change of contractor and insourcing, where there is an organised grouping of employees in Great Britain whose principal purpose is carrying out the activities for the client, and the activities after the change are fundamentally the same. One-off, short-term tasks and contracts wholly or mainly for the supply of goods are excluded.

What happens on transfer

Under regulation 4, the contracts of employees assigned to the transferring grouping pass automatically to the transferee, with all rights, powers, duties and liabilities, including liability for past discrimination and accrued claims. Employees can object, in which case their employment ends without a dismissal in most cases. Changes to terms are void if the sole or principal reason is the transfer, unless the reason is an economic, technical or organisational (ETO) reason entailing changes in the workforce, or the contract itself permits the change.

Occupational pension rights relating to old age, invalidity and survivors are excluded from automatic transfer by regulation 10, but the Pensions Act 2004 imposes minimum pension protection where employees were in an occupational scheme. Our pensions team advises on that overlap.

Dismissals

Under regulation 7, a dismissal is automatically unfair if the sole or principal reason is the transfer itself. Where the reason is an ETO reason entailing changes in the workforce, the dismissal is potentially fair, usually as redundancy, subject to a fair process. Harmonising terms is not, on its own, an ETO reason entailing changes in the workforce, which is why many post-deal integrations stall.

Information, consultation and employee liability information

• Employee liability information (regulation 11). The transferor must give the transferee written details of transferring employees, including disciplinary and grievance history and claims, at least 28 days before the transfer in Great Britain. Compensation for failure is generally at least £500 per employee under regulation 12.
• Informing and consulting (regulation 13). Both employers must inform appropriate representatives about the transfer, its implications and any measures envisaged, long enough before the transfer to allow consultation. Where measures are envisaged, they must consult with a view to agreement.
• Direct consultation for small cases (regulation 13A). Where there are no existing representatives, employers with fewer than 50 employees, or transfers of fewer than 10 employees, may inform and consult employees directly.
• Remedy. A tribunal can award up to 13 weeks' pay per affected employee for failure to inform or consult, and the transferor and transferee can be jointly and severally liable.

The redundancy framework and collective consultation

Redundancy is defined in section 139 of the Employment Rights Act 1996: closure of the business or workplace, or a reduced requirement for employees to carry out work of a particular kind. Employees with two years' service are entitled to statutory redundancy pay. According to GOV.UK, for redundancies on or after 6 April 2026 a week's pay is capped at £751 and the maximum statutory payment is £22,530, with service capped at 20 years.

A fair redundancy dismissal requires a genuine redundancy situation, a fair selection pool and criteria, meaningful individual consultation, and consideration of suitable alternative employment. Employees offered a different role have a statutory trial period. Since 6 April 2024, priority for suitable alternative vacancies in a redundancy situation has extended to pregnant employees and those returning from family leave, for a protected period.

Collective redundancy consultation

Under section 188 of the Trade Union and Labour Relations (Consolidation) Act 1992, an employer proposing to dismiss 20 or more employees as redundant at one establishment within 90 days must consult appropriate representatives. Consultation must start in good time and at least 30 days before the first dismissal, or 45 days where 100 or more dismissals are proposed. The employer must also notify the Secretary of State on form HR1, now submitted online; failure without good cause can lead to prosecution.

Reforms still to come

The government's implementation timeline for the Employment Rights Act 2025 lists further changes. The protective award doubled from 6 April 2026. A new collective consultation threshold, counting proposed redundancies across the business rather than only at one establishment, is due in 2027, with the number to be set in regulations. Fire and rehire protections, which make dismissal for refusing a variation to key terms automatically unfair save in narrow circumstances, are due in January 2027. Our guides to the redundancy process and fire and rehire track the details.

Key decisions in transactions and restructurings

TUPE solicitors London deal teams instruct should be involved when structure is chosen, because structure determines the employment risk.

Share sale or asset sale

On a share sale the employer does not change, so TUPE does not apply, but any post-completion restructuring will still require redundancy and consultation compliance. On an asset or business sale, TUPE transfers the workforce and its liabilities, and the purchase agreement must allocate those risks through warranties, indemnities and price. Our M&A team and business sales team work with us on both.

Outsourcing and retendering

For customers, the key is to require incoming and outgoing contractors to share information and to allocate TUPE costs at the start and end of the contract. For contractors, the question is whether staff will transfer in or out, and what that does to pricing. Our commercial contracts team drafts the exit and employment provisions in outsourcing agreements.

Integration and harmonisation

Buyers frequently want to harmonise pay and benefits after a transfer. Because transfer-related changes are void unless an exception applies, the options are to rely on contractual flexibility, identify a genuine ETO reason entailing changes in the workforce, offer improvements only, or wait and change terms for reasons genuinely unconnected with the transfer. From January 2027, imposing changes through dismissal and re-engagement will be much harder.

Process and timeline for a transfer with redundancies

1. Map the workforce. Identify who is assigned to the transferring business or service, their terms, pension arrangements and any live claims.
2. Allocate risk. Negotiate warranties, indemnities and employee information provisions in the sale or outsourcing agreement.
3. Identify measures. The transferee must tell the transferor what measures it envisages, such as redundancies, relocations or changes to terms, so the transferor can inform its representatives.
4. Elect representatives and consult. Use recognised unions or existing representatives, or arrange elections. Start collective redundancy consultation early if dismissals are proposed, and file HR1 where required.
5. Provide employee liability information. The transferor provides it at least 28 days before transfer and updates it for any changes.
6. Complete the transfer. Employees move on their existing terms. Confirm payroll, benefits, immigration sponsorship and data transfer arrangements.
7. Run post-transfer redundancies fairly. Apply fair pools and criteria, consult individually, offer suitable alternatives and pay statutory and contractual entitlements.

TUPE solicitors London employers instruct also check immigration status early. Where transferring staff are sponsored workers, the transferee must deal with sponsorship promptly. Our business immigration team advises on sponsor licence changes on a transfer.

Documents and evidence

• Contracts, handbooks, collective agreements and bonus or incentive plan rules for each transferring employee.
• Assignment analysis showing who works mainly in the transferring grouping, with time records where assignment is disputed.
• Employee liability information, with updates.
• Measures letters, consultation invitations, representative election records and minutes of consultation meetings.
• Business case for any redundancies, selection pools, scoring matrices and records of alternatives considered.
• HR1 submission and acknowledgement, and redundancy pay calculations.
• Pension scheme details and evidence of compliance with minimum pension protection.

Good documentation is what TUPE solicitors London clients rely on when a claim arrives. Tribunals look for a consultation process that was real, and for selection decisions that can be explained.

Risks and common mistakes

In a transfer, the employment risk is priced at heads of terms. After completion, it can only be managed.

Cross-border transfers and offshoring

TUPE can apply where an undertaking situated in the UK is transferred, even if the transferee is overseas or the work is moving abroad. Offshoring a London service to Dhaka, Dubai or Singapore can therefore trigger information and consultation duties and transfer-related dismissal risk, even though few employees will relocate. The analysis must be done before the move is announced.

EU member states implement the Acquired Rights Directive through their own laws, and some require works council consultation before a decision is taken. Bangladesh's labour legislation has its own rules on retrenchment, notice and compensation, and does not mirror TUPE. Multinational reorganisations need a sequenced plan so that consultation in one country does not pre-empt or contradict another. Our offices in Dhaka, Singapore and Dubai coordinate with local advisers where needed.

Groups headquartered abroad, and the TUPE solicitors London subsidiaries rely on, should not underestimate UK collective consultation. The obligation sits with the UK employer even where the decision is taken by a foreign parent, and a decision presented as final from head office makes meaningful consultation difficult to show.

How our TUPE solicitors London team helps

TRW & Co's London office is authorised and regulated by the Solicitors Regulation Authority. We act for buyers, sellers, outsourcing customers, contractors and employees. Where advocacy in the higher courts is required, we instruct specialist counsel.

To discuss a transaction or restructuring, contact our London office at Holborn Gate, 330 High Holborn, London WC1V 7QH, email info@trw.co or call +880 1779 127165. You can also view all our practice areas or read our TUPE transfer guide.

Checklist for decision-makers

Use this checklist when a deal or restructuring is first discussed. TUPE solicitors London boards engage will start with these questions.

• Is the deal a share sale, an asset sale or a service provision change, and has the TUPE position been confirmed?
• Has the workforce been mapped, with assignment disputes and pension rights identified?
• Do the transaction documents allocate pre- and post-transfer employment liabilities clearly?
• Have measures been identified and communicated in time for the transferor to consult?
• If 20 or more redundancies are proposed at one establishment within 90 days, has consultation been scheduled and HR1 filed on time?
• Is the project timetable consistent with the 180-day protective award risk and the six-month tribunal time limit?
• Has the effect of the January 2027 changes on unfair dismissal and fire and rehire been modelled for planned changes?
• For cross-border moves, have overseas consultation and local law requirements been sequenced?

Engaging TUPE solicitors London-based and experienced in both transactions and restructurings at heads of terms costs far less than defending protective award or unfair dismissal claims later.

Frequently asked questions

Sources and official materials

1. TUPE Regulations 2006 (SI 2006/246) — Relevant transfers, effects, dismissals and consultation
2. TULRCA 1992, section 188 — Collective redundancy consultation thresholds and timings
3. TULRCA 1992, section 189 — Protective awards, now up to 180 days
4. GOV.UK: Redundancy pay — Statutory redundancy pay rates and caps from 6 April 2026
5. GOV.UK: HR1 advance notification of redundancies — Online HR1 form and employer guidance
6. Acas: TUPE — Guidance on transfers for employers and employees
7. GOV.UK: Implementing the Employment Rights Act — Timetable for 2026 and 2027 reforms

General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.