TUPE Measures Letter and Employee Liability Information Explained

A TUPE measures letter is the written notice in which the incoming employer tells the outgoing employer what changes (“measures”) it plans to make for transferring staff, so the outgoing employer can pass that on when it informs and consults its employees. It works alongside employee liability information (ELI), which the outgoing employer must give the incoming employer at least 28 days before the transfer. Together they are the two key documents in any service provision change TUPE transfer.

This guide explains how both work when a cleaning, security, front of house or other FM contract changes provider, including timings, consultation, redundancy and pensions. It is general information based on the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended and Acas guidance; it is not legal advice, so take advice from an employment lawyer on your own transfer.

When does TUPE apply to a change of FM contractor?

A service provision change is one of the two types of transfer covered by TUPE. Under regulation 3 of the TUPE Regulations, it covers three situations:

• A client outsources work it previously did in-house (first-generation outsourcing).
• Work moves from one contractor to a replacement contractor (re-tendering).
• A client brings outsourced work back in-house (insourcing).

For TUPE to apply, there must be an organised grouping of employees in Great Britain whose principal purpose is carrying out the activities for that client. The activities after the change must be fundamentally the same, the client must not intend them to be for a single event or a short-term task, and they must not be wholly or mainly the supply of goods. Acas notes that the client must stay the same and that an organised grouping can be as small as one person.

In facilities management, this is why a commercial cleaning or security team that works mainly on one client’s contract will usually move to the new contractor when the contract is re-let. Employees assigned to that grouping transfer automatically on their existing terms and with their continuous service; the employers cannot pick and choose who moves. For an overview of the wider topic, see our guide to what TUPE is and how it affects facilities management contracts.

Employee liability information: the outgoing contractor’s duty

The outgoing contractor (the transferor) must give the incoming contractor (the transferee) employee liability information about every employee assigned to the grouping. Acas confirms this must be provided at least 28 days before the transfer date, and recommends doing it as early as possible.

What ELI must include

• The identity and age of each employee.
• The particulars of employment that must appear in a written statement of terms (pay, hours, holiday, place of work and so on).
• Details of any disciplinary or grievance procedures in the previous two years where a statutory code of practice applies.
• Any court or tribunal claims brought by employees in the previous two years, and any claims the transferor reasonably believes may be brought.
• Any collective agreements that will continue to apply after the transfer.

Timing, updates and format

The information must be accurate as at a date no more than 14 days before it is sent. It can be given in writing or made available in a readily accessible form, including in instalments. The transferor must also notify any changes in writing afterwards, for example if someone leaves or receives a pay rise.

If the ELI is late, incomplete or wrong, the incoming employer can bring a tribunal claim. Acas states that compensation will normally be at least £500 for each employee whose information was missing or incorrect.

Practical tips for incoming FM contractors

• Ask for anonymised workforce data during the tender so pricing reflects real pay rates, hours and benefits.
• Check the client contract for TUPE indemnities and data-sharing clauses before signing.
• Reconcile ELI against rotas: who actually works on the contract, and for what percentage of their time?
• Look for staff who split their time across several clients, as whether they are assigned can be disputed.
• Flag anomalies quickly in writing, such as recent pay rises or new starters added late.

The measures letter: the incoming contractor’s duty

Under regulation 13, each employer must inform the appropriate representatives of affected employees about the transfer, its date and reasons, its legal, economic and social implications, and any measures it envisages. The outgoing employer must also tell its staff what measures the incoming employer plans for them.

To make that possible, the transferee must give the transferor the information it needs, in good time. In practice this is done with a “measures letter”. Typical measures include:

• Changes to payroll dates or pay frequency.
• Different uniform, ID or vetting requirements.
• New policies, handbooks, training or systems such as clocking-in apps.
• Pension arrangements after the transfer.
• Proposed changes to rotas or working patterns.
• Any proposed redundancies or reorganisation.

If no measures are envisaged, the letter should say so. Even then, both employers must still inform representatives about the transfer itself. If measures are planned, the employer proposing them must consult with a view to reaching agreement, consider what representatives say and give reasons if it rejects their points.

Who is consulted?

Information goes to a recognised trade union where there is one, otherwise to existing employee representatives or representatives elected for the purpose. Regulation 13A allows an employer with fewer than 50 employees, or a transfer of fewer than 10 employees, to inform and consult staff directly where there are no representatives and no election has been invited.

The regulations do not set a fixed consultation period; information must be given long enough before the transfer to allow consultation. A tribunal can award up to 13 weeks’ pay per affected employee for failure to inform and consult.

TUPE timeline for a service provision change

Every transfer is different, but this timeline shows a typical sequence for a re-tendered FM contract.

When	Step	Responsible
Tender stage	Anonymised workforce data shared to support pricing	Client, via outgoing contractor
Contract award	Notify outgoing contractor; agree TUPE timetable and contacts	Client
As soon as possible after award	Arrange representatives or elections if none exist	Both employers
At least 28 days before transfer	Employee liability information provided	Outgoing contractor
Promptly after receiving ELI	Measures letter sent to outgoing contractor	Incoming contractor
Long enough before transfer	Inform (and consult on measures) with representatives	Both employers
Before transfer	Welcome meetings, payroll and pension set-up, uniforms and passes	Incoming contractor
Transfer date	Employees transfer on existing terms and continuous service	Automatic
Up to 60 days after	Right to work checks on transferred employees within the Home Office grace period	Incoming contractor
After transfer	Updated ELI changes settled; post-transfer review	Both employers

For how this fits into a full contract start-up, see our FM contract mobilisation plan checklist and our advice on switching facilities management providers without disruption.

TUPE redundancy and ETO reasons

A dismissal is automatically unfair if the sole or main reason is the transfer itself. Acas explains that neither employer can make transfer-related redundancies before the transfer, for example to make a contract cheaper to take on.

Dismissals can be fair if the main reason is an economic, technical or organisational (ETO) reason entailing changes in the workforce. Acas gives examples such as essential cost savings, new processes or equipment and structural changes. The change must affect the numbers or functions of the workforce, or involve a change of workplace location. Even with an ETO reason, the employer must follow a fair redundancy process with genuine consultation and fair selection.

Where 20 or more redundancies are proposed at one establishment within 90 days, collective consultation rules also apply: at least 30 days before the first dismissal for 20 to 99 redundancies, and 45 days for 100 or more, with an HR1 notification to the Redundancy Payments Service. Unfair dismissal qualifying periods are being changed by the Employment Rights Act 2025, so check the rules in force at the time.

Changing terms after the transfer

Changes to contracts are void if the sole or main reason is the transfer, unless there is an ETO reason entailing changes in the workforce or the contract terms already permit the change. Harmonising terms with existing staff is not, on its own, a valid reason.

Pensions on a TUPE transfer

Pensions need specific attention. Acas explains that occupational pension schemes are largely excluded from automatic transfer, although some early retirement benefits may transfer. Where employees had access to an employer-contributed occupational scheme, the new employer must provide a minimum level of pension provision; Acas describes this as matching employee contributions up to 6%. Contractual contributions to a personal pension do transfer. Public sector staff can have extra protection under separate government policy, so check what applies to your contract.

Frequently Asked Questions

What is employee liability information in TUPE?

It is the information the outgoing employer must give the incoming employer about transferring staff, including identity, age, terms, recent disciplinary and grievance records, claims and collective agreements.

When must employee liability information be provided?

At least 28 days before the transfer date, accurate as at a date no more than 14 days before it is sent, with written updates for any later changes.

Is a measures letter a legal requirement?

The phrase is not in the regulations, but the incoming employer must give the outgoing employer information about envisaged measures in good time. A written letter is the usual and safest way to do this.

Do all cleaning contract changes involve TUPE?

Not always. TUPE generally applies where an organised grouping works mainly on that client’s contract and the activities stay fundamentally the same. One-off or short-term work is excluded.

Can staff refuse to transfer?

Yes. An employee can object, but this usually ends their employment without a dismissal or redundancy payment, so they should take advice first.

Plan your next contract transfer with WWSG

WWSG supplies cleaning, housekeeping, front of house, car park and operations teams across airport, retail, hospitality and corporate sites, and understands the people side of contract changes. Explore our commercial cleaning services or contact our team to discuss your contract.