This Practice Note provides guidance on how the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246 apply to public sector transfers, and gives an overview of the policy and guidance documents that supplement TUPE 2006 to protect the pensions of public sector employees. It deals with the exceptions for administrative reorganisations of public administrative authorities, and transfers of administrative functions between public administrative authorities. It also deals with transfers within central government (intra-governmental transfers), the effect of the Cabinet Office Statement of Practice (COSOP), TUPE-equivalent protection, transfers from public sector to private sector, the Two-Tier Code (Wales), Principles of Good Employment Practice, Good Practice for managing the consequences of outsourcing and privatisation, Fair Deal policy, Best Value Authorities, the Best Value Direction and Quality Contracts Schemes. EU-derived laws, such as much of TUPE 2006, that have been made to implement UK obligations under EU law (such as the obligation to implement Directive 2001/23/EC, the Acquired Rights Directive (ARD)), applicable in the UK at the end of the Brexit transition period/IP completion day are preserved

This Practice Note examines service provision changes (SPCs) under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246, reg 3(1)(b) occurring in the context of outsourcing, insourcing or a change of contractor or service provider. This Practice Note sets out the position for cases where the relevant transfer under TUPE 2006 takes place on or after 31 January 2014. For information on the position where the TUPE transfer took place before 31 January 2014, see the government guidance on TUPE 2006 (June 2009), which is applicable to transfers on or before 30 January 2014 only and not updated in light of recent case law, and Practice Note: TUPE—the pre-January 2014 position [Archived]—Service provision changes. A change of service provider may amount to a 'service provision change' (also known as an ‘SPC’) within the meaning of TUPE 2006 whether or not it is also a 'business transfer'. For further information on business transfers, see Practice Note: TUPE—business transfers. Unlike the remainder of TUPE 2006, which implements Directive 2001/23/EC, the Acquired Rights Directive (ARD),

On the transfer of part or all of a business, transferring employees are migrated from the existing employer (the transferor) to the new employer (the transferee). European legislation was developed to provide protection for transferring employee’s rights in such circumstances—in the form of the EU Acquired Rights Directive 77/187/EEC (ARD 1977), which was subsequently repealed and replaced by the archived Acquired Rights Directive 2001/23/EC (ARD 2001). Together these directives are referred to in this Practice Note as the ARD Directives. The ARD Directives were incorporated into UK law through the Transfer of Undertakings (Protection of Employment) Regulations 1981, SI 1981/1794, which was itself repealed and replaced by the Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246 (TUPE 2006). While the UK laws implementing directives (such as TUPE 2006) form part of UK domestic law, the directives themselves do not. Like the ARD Directives they are derived from, both TUPE Regulations contain exclusions in respect of occupational pension benefits which relate to ‘old age, invalidity or survivors’. Unlike other rights and liabilities arising

ARCHIVED: This Practice Note has been archived and is not maintained. The Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 2014 (TUPE Amendment Regs 2014), SI 2014/16 amended the Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246 (TUPE 2006) and the Trade Union and Labour Relations (Consolidation) Act 1992 (TULR(C)A 1992) in relation to relevant transfers taking place on or after 31 January 2014. This Practice Note summarises the amendments made, and the position that applied where the relevant transfer under TUPE 2006 took place before 31 January 2014. For a detailed analysis of the changes made by the TUPE Amendment Regs 2014, SI 2014/16, see News analysis: TUPE: detailed analysis of the changes and of the problems they may cause (News, 5 February 2014). For information on the current situation under TUPE 2006, see: TUPE and asset purchases—overview and Practice Notes: • TUPE—business transfers • TUPE—service provision changes • TUPE—information and consultation • TUPE—transfer of employees • TUPE—transfer of rights and liabilities • TUPE—variation of contract terms • TUPE—protection against dismissal • TUPE—effect

This Practice Note examines which employees transfer to the transferee under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246, reg 4. It considers who are the transferring employees, ie who is employed by the transferor and assigned to the organised grouping of resources or employees to be transferred immediately before the transfer whose employment would otherwise be terminated by the transfer. It also examines the meaning of ‘employed by the transferor’ for the purposes of TUPE 2006, SI 2006/246, reg 2, employed by or working for a group company or associated company, piercing the corporate veil, assigned to the organised grouping of resources or employees, the position of employees dismissed because of the transfer, employees on temporary assignments, suspended, on leave or absent at the time of transfer, employees subject to disciplinary proceedings, employees who object to the transfer, agency workers, employees with the right to claim ‘extended constructive dismissal’ under TUPE 2006, SI 2006/246, reg 4(9), employees who claim common law constructive dismissal and employees working outside the UK. For information:

This Practice Note explains the rights, powers, duties and liabilities that transfer to a transferee, and the acts or omissions of the transferor that are deemed acts or omissions of the transferee in relation to transferring employees under regulation 4 of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246, a statutory novation of the employment contract, by which the transferee ‘steps into the shoes’ of the transferor. It examines particular considerations relating to equality of terms (equal pay) claims, statutory maternity pay (SMP) and other statutory payments, knowledge of disability, personal injury claims, right to claim under insurance policies, terms that cannot be replicated, share schemes and post-termination restrictions (restrictive covenants). It also covers illegal worker and right to work checks and immigration requirements, pensions, collective agreements, trade union recognition, consultation bodies under the Information and Consultation of Employees Regulations 2004 (ICER 2004), SI 2004/3426 and liability for pre-transfer dismissals and failure to inform and consult. TUPE 2006, SI 2006/246 provides that, where there is a relevant transfer, there is a

This Practice Note examines the territorial scope of the Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246 (TUPE 2006) and the application of TUPE 2006 to transnational (cross-border) transfers, eg in relation to offshoring or nearshoring outsourcing exercises. For further information on international outsourcing generally, see Practice Note: International outsourcing. EU-derived laws, such as much of TUPE 2006, that have been made to implement UK obligations under EU law (such as the obligation to implement Directive 2001/23/EC, the Acquired Rights Directive (ARD)), applicable in the UK at the end of the Brexit transition period/IP completion day are preserved in the UK’s domestic legal framework as assimilated law. For further information, see Practice Note: Assimilated law. Initial considerations Where a dispute or claim arises in respect of an employee who works wholly or partly abroad and/or has a foreign employer, two questions will need to be determined: • what are the employee’s rights? • where should any litigation that may ultimately arise be adjudicated? In determining these questions, three main issues arise: • applicable law, ie which system

This Practice Note details the effect of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246 on the ability to vary or change terms and conditions of employment. See Practice Note: TUPE—the pre-January 2014 position [Archived]—Variation of contract terms for information on the position for cases where: • the relevant transfer under TUPE 2006 took place before 31 January 2014, or • the purported variation was agreed before 31 January 2014 (or, in a case where the purported variation was not agreed, it started to have effect before that date) This Practice Note contains references to case law of the Court of Justice of the European Union (CJEU). For guidance on whether judgments of the CJEU are binding on UK courts, see Practice Note: Assimilated law—Assimilated case law. EU-derived laws, such as much of TUPE 2006, that have been made to implement UK obligations under EU law (such as the obligation to implement Directive 2001/23/EC, the Acquired Rights Directive (ARD)), are assimilated law. For further information, see Practice

FORTHCOMING CHANGE : On 8 April 2026, the government launched a Call for Evidence on the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE), including a review of whether current protections for pension rights remain fit for purpose. Under the existing rules, while certain pension rights—such as employer contributions to personal pension schemes—transfer automatically, benefits relating to old age, invalidity and survivors under occupational pension schemes are generally excluded. The Call for Evidence specifically asks whether these pension rights are ‘sufficiently protected’, signalling that the government is considering whether the current exemptions should be reformed. Any changes could have significant implications for the allocation of pension liabilities in business transfers, employer obligations, scheme design and M&A due diligence. For further information, see: Employment weekly highlights—9 April 2026 — TUPE and asset purchases. A transfer from one entity (the transferor) to another (the transferee) may occur under the Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246 (TUPE) in a number of circumstances, including: • on a business

Law360: Television broadcaster, ITV, said on 9 November 2022 that there are still question marks over how much it has to pay to bail out a pension scheme, months after it was slapped with a £133m warning notice by the Pensions Regulator (TPR).

CASE HUB Archived—this archived case hub reflects the position at the date of the decision of 12 January 2020; it is no longer maintained. See further, timeline. Case facts Outline UK merger investigation into the completed acquisition by TVS Europe Distribution Limited of 3G Truck & Trailer Parts Limited. The parties overlap in the wholesale supply of commercial vehicle and trailer parts to motor factors (local distributors) in the Independent Aftermarket. Latest developments On 12 January 2021, the CMA issued its final report in its phase 2 investigation, finding that the transaction has resulted in, or may be expected to result, in an SLC as a result of horizontal unilateral effects in the supply of commercial vehicle and trailer parts to motor factors (local distributors) in the Independent Aftermarket in the UK. As a result of these concerns, the CMA has decided that TVS Europe Distribution Limited must sell 3G Truck and Trailer Parts Limited to a purchaser approved by the CMA. Parties • TVS Europe Distribution Limited (TVS EDL):

Default articles of association under CA 1985 which companies would automatically adopt if they did not file a bespoke constitution. In practice, many private companies limited by shares adopted Table A with some bespoke amendments. Table A can be found in the Companies (Tables A to F) Regulations 1985 (SI 1985/805). For companies incorporated since 1 October 2009 Table A has been replaced by the model articles in the Schedules to the Companies (Model Articles) Regulations 2008 (SI 2008/3229), although any company incorporated before October 2009 may continue to use Table A until such time as they choose to use the model or other bespoke articles.