When you sell a cleaning business by asset sale, TUPE moves your employed cleaners to the buyer on their existing terms with their length of service unbroken, while in a share sale the same company carries on employing them and TUPE does not apply to the sale itself.
In an asset sale you must inform and consult staff before the transfer and give the buyer employee liability information at least 28 days before it happens.
TUPE is the Transfer of Undertakings (Protection of Employment) Regulations 2006, and the GOV.UK guidance on business transfers describes two kinds of transfer it covers: a business transfer, where a business or part of one moves from one employer to another, and a service provision change, where a contract passes from one contractor to another or a service moves between in-house staff and a contractor. When TUPE applies, employees move to the new employer with their existing terms and continuous service intact, and GOV.UK says the size of the business does not matter, so a window cleaning business with two employed cleaners is covered in the same way as a contract cleaner with three hundred staff.
GOV.UK adds that only employees clearly identified as providing the transferring service are protected.
GOV.UK's guidance on consulting and informing says employers must tell the representatives of affected staff that the transfer is happening, when and why, how it will affect them, whether there will be any reorganisation, and how many agency workers are used and on what work, then consult on anything connected with the transfer that would affect employees, and employers can be penalised if they do not.
Where a union is recognised you consult its representatives, and otherwise other employee representatives, with an election held if none exist, although for transfers completing on or after 1 July 2024 a business with fewer than 50 employees, or one transferring fewer than 10, can consult staff directly. Cleaners tend to hear news on site from each other or from a client's facilities manager, so we plan the timing with you and the buyer so that your staff hear it from you once the deal is agreed and the solicitors are working on it.
GOV.UK's guidance on employee information says it must reach the new employer at least four weeks, so 28 days, before the transfer, and normally covers each employee's name and age, the main details of their employment, and any disciplinary action, grievances or legal action in the past two years, together with any claim you think they might bring.
In a cleaning business this mostly comes from payroll and the rota, so the real work is checking start dates, contracted hours per site, hourly rates and holiday balances for every cleaner, and sending an update if anyone joins or leaves before the transfer date, because staff turnover in cleaning is high and the buyer runs its first payroll from your list.
GOV.UK's guidance on transferring contracts says holiday entitlement, past liabilities and continuous service move with the staff, and the new employer cannot change terms because of the transfer unless there is an economic, technical or organisational reason involving workforce changes and the employee agrees.
When you win a contract from another cleaning company the cleaners on that site usually come across to you as a service provision change, and when you lose one on retender your cleaners there go to the incoming contractor, so most commercial cleaning owners have handled TUPE paperwork from both sides long before they sell.
The same rules shape how a buyer reads your contracts, because if a client retenders after the sale the staff move with the site and the buyer's exposure is the lost income, so buyers spend as long on client contracts and change-of-control clauses as on staff records. If you have staff to think about before a sale, we are happy to go through it with you.
No, TUPE does not apply to a share sale because the company employing your cleaners stays the same and only its owner changes. The buyer still checks the employment records closely, since any past liabilities stay inside the company it is buying.
No, a new employer cannot change terms because of the transfer. GOV.UK says changes need an economic, technical or organisational reason involving workforce changes, and the employee must agree.
Yes, an employee can object to transferring, and GOV.UK says that normally counts as resigning, so they would not usually be able to claim unfair dismissal or redundancy pay. Very few cleaners object when they are told early and keep the same sites and hours.
Usually you do not, because for transfers completing on or after 1 July 2024 a business with fewer than 50 employees, or one transferring fewer than 10, can consult staff directly where there are no representatives. Larger businesses without a recognised union need to elect employee representatives.
Tell them once the deal is agreed and the solicitors are working on it, and in an asset sale early enough to inform and consult before the transfer. Telling them too early risks staff leaving and clients hearing it second-hand, so we agree the timing with you and the buyer.
A free valuation from us looks at your contracts one by one and comes back with a figure and the reasoning behind it.
