Mergers, acquisitions and TUPE

A licence does not simply transfer

Mergers, ownership changes and worker transfers need transaction-specific review. Under qualifying TUPE or similar protection, unchanged duties and the receiving sponsor’s licence and acceptance matter; a receiving employer may need a licence application within 20 working days.

• Identify the exact legal employer, licence holder and ownership before and after completion.
• Map affected sponsored workers, routes, work sites and proposed duties.
• Have immigration and employment advisers assess the transaction together.

Prepare both sides of the handover

Recommended practice: build separate closing actions for the outgoing sponsor, incoming sponsor and right-to-work process.

• Specify which party makes each report and retains its evidence.
• Check licence scope and application requirements before completing the transaction.
• Plan secure record transfer, account access and payroll reconciliation.
• Do not assume TUPE removes the need for sponsorship action or covers every corporate restructure.

Suggested transaction due-diligence questions

Obtain a plain description of the transaction alongside the legal documents. Identify which entity employs each affected person before and after completion, which licence and routes are involved, and whether duties, locations or contractual arrangements are changing. Record planned dates separately from the date the transaction actually takes effect. Commercial phrases such as ‘integration’ do not establish the legal structure.

Bring the sponsor review into the transaction timetable early enough to identify unresolved licensing, reporting and record-transfer questions. Ask the advisers to document the assumptions on which the proposed handover depends.

• Reconcile the worker population with HR, payroll and sponsor records.
• List incoming and outgoing responsibilities separately, with named decision owners.
• Identify what must be confirmed at completion before earlier assumptions are reused.

Suggested closing and post-transfer checks

Build a closing pack containing the final structure, affected-worker list, reviewed decisions and evidence of completed actions. Agree how authorised staff will retrieve transferred records and how unresolved cases will be handed over. Account credentials should remain with their authorised users; record continuity needs its own planned solution.

After the transfer, reconcile the actual employer, payroll, locations and roles with the approved plan. Investigate workers who appear in one system but not another and changes that occurred late in the transaction. Keep follow-up actions visible until the relevant owner has verified the outcome.

Fictional practice scenario

A fictional purchaser acquires part of a business while other operations remain with the seller. The initial project list groups all sponsored staff together. A review separates the affected populations and identifies different intended employers and duties after completion.

The team asks the relevant advisers to assess the actual transfers and licence position. The example demonstrates population mapping; it does not decide that TUPE applies or that one report or application covers every person.