HR Tip | APRIL 2026 – The transfer of an undertaking

The transfer of a business unit is a key tool in corporate reorganization processes, particularly in contexts characterized by the need to improve efficiency, specialize, or outsource specific activities. The concept of a business unit requires the existence of an economically organized entity with functional autonomy, capable of continuing its operations even under the transferee. Its identification must occur at the time of the transfer and must be agreed upon by both parties to the transaction.

Article 2112 of the Italian Civil Code forms the core of the regulations, ensuring the continuity of employment relationships: employees of the transferred business unit automatically transfer to the transferee’s employment, with both individual and collective contractual terms remaining unchanged. The transferor and transferee are also jointly and severally liable for the claims accrued by the employees up to the date of the transfer, thereby ensuring enhanced protection for the affected staff.

The transfer, in and of itself, does not justify dismissal. The law protects job stability, while nevertheless providing for the possibility for the employee to resign for just cause if, within the following three months, they experience a substantial change in working conditions. This is a safeguard that balances the company’s interest in reorganization with the employee’s interest in preserving their protections.

In companies with more than fifteen employees, the law requires prior notification to union representatives, who must be informed of the date, reasons, and consequences of the transfer, as well as any measures planned for the employees. At the request of the union, a consultation phase may be initiated, aimed at facilitating dialogue between the parties. This phase is considered concluded after ten days, even in the absence of an agreement, without affecting the validity of the transfer.

This framework, as a whole, aims to combine organizational flexibility with employment protection, ensuring legal certainty for companies and safeguarding workers involved in transfer processes.