Does TUPE apply if I sell the shares in my company?

No: the employer is unchanged, so contracts of employment simply continue and there is no transfer for TUPE purposes. Consultation obligations under the regulations do not arise, although good practice about how and when you tell the team applies just as much on a share sale.

What is a service provision change?

It is a form of transfer that happens when activities carried out by one provider are taken over by another. In pest control that means the loss or gain of a sizeable contract can move the employees assigned to it, provided there is an organised grouping of employees whose principal purpose is serving that client. It is one of the reasons large single accounts carry more consequence than their revenue suggests.

How much notice do I have to give?

Employee liability information must reach the buyer at least 28 days before the transfer. The duty to inform, and to consult where measures are envisaged, must be carried out long enough in advance to be meaningful, and electing representatives where none exist adds further time. Build the whole sequence into the deal timetable at heads of terms.

Can the buyer change my technicians' terms after completion?

Not simply because of the transfer. Terms carry over with continuity of service, and changes connected with the transfer are void unless there is an economic, technical or organisational reason entailing workforce change. Harmonising an acquired team onto the buyer's own terms is therefore harder than it usually looks from the outside. This is a matter for employment advice on the specific facts rather than general guidance.

TUPE and the Pest Control Sale

On a share sale, TUPE does not apply. The company that employs your technicians is the company being bought, the employer has not changed, and contracts of employment carry on untouched. That is one of the quiet reasons owners and buyers often prefer a share sale, although the tax and warranty consequences pull in other directions and the decision is rarely made on this point alone.

On an asset sale it does apply. Where the business or an identifiable part of it transfers as a going concern, the employees assigned to it transfer automatically on their existing terms, with continuity of service preserved. Terms cannot simply be harmonised down afterwards, and a dismissal connected with the transfer is automatically unfair unless it is for an economic, technical or organisational reason entailing a change in the workforce.

The case that catches pest control businesses out is the third one. A service provision change is also a transfer, which means TUPE can bite when a client moves their pest contract from you to another provider, or takes it in-house. If a technician is assigned to an organised grouping of employees whose principal purpose is servicing that client, that technician may transfer with the contract. Losing a large account in this trade therefore costs more than the revenue attached to it, and buyers who know the sector will ask how you have handled it in the past.

Losing a large account in this trade is not only a revenue event, because the technician assigned to it may go with the contract.

The ObligationWhat has to happen, and how long it takes

Two duties sit on the seller. Employee liability information about each transferring employee has to be provided to the buyer at least 28 days before the transfer, and there is a duty to inform and, where measures are envisaged, to consult appropriate representatives of the affected employees. Neither is optional, and the 28 days is a floor rather than a target.

Representation is where the timetable gets decided. If there is no recognised union and no existing body of employee representatives, representatives have to be elected, and an election takes time to arrange properly. Businesses with fewer than ten employees may inform and consult employees directly where there are no existing representatives, which is a genuine simplification for a small round and does not apply once the team grows.

Work backwards from these dates rather than fitting them in. A deal aiming to complete at the end of September needs the information pack with the buyer by late August, representatives in place before that, and the internal conversation about who knows what settled earlier still. Owners who leave it until heads of terms are signed usually discover that the legal timetable, not the commercial one, is now setting the completion date.

It is also worth agreeing early who says what to whom. Employees need to hear it from you and to hear the buyer's intentions from the buyer, in that order, in person where possible. A technician who picks it up second hand on the round has formed a view before anybody official speaks to them, and views formed that way are difficult to shift.

The PracticalitiesWhere the timing goes wrong in a field business

The first practical difficulty is that your workforce is never in one place. A depot meeting means taking a day off the round, and a round that stops is a set of missed planned visits at sites with audit obligations. Plan the coverage before you plan the meeting, because the alternative is a consultation exercise that damages the thing being sold.

The second is that the round keeps running throughout. Consultation periods are not quiet periods: technicians are visiting clients daily while knowing the business is changing hands, and clients ask questions. Agree with the buyer, in advance and in writing, what a technician should say when a site manager asks, because in the absence of an agreed answer everyone invents their own.

The third is retention. The period between announcement and completion is when competitors recruit, and qualified technicians are scarce enough that approaches arrive quickly. Retention arrangements for the people the buyer most needs are worth agreeing at heads of terms and worth funding from the deal rather than arguing about afterwards. Buyers are usually receptive, because losing the team is the outcome that damages them most.

Plan the Timetable Early

The staffing timetable is a later conversation and an easier one once the rest is understood. A confidential figure takes a few minutes and there is no charge.

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When It AppliesShare sale, asset sale, and the contract-level case nobody expects