tupe-on-sale

---
name: tupe-on-sale
description: Turns your planned sale into a written staff file your solicitor can work from: a determination of whether the sale is a relevant transfer at all, the named list of employees assigned to what is being sold, a dated employee liability information pack in the form regulation 11 requires, a dated information and consultation timetable, a record of who the appropriate representatives are or whether the small employer route applies, and a gap list. Use when you have a buyer in view, or a target completion date, and you employ anybody at all.
---

# A written staff file for your sale, with every date fixed, every name on a list and every gap named before the buyer's solicitor finds it

You give this your target completion date, what exactly is being sold, your payroll and your staff records. You get back the determination of whether the sale is a relevant transfer under the 2006 Regulations, the list of who is assigned to what is being sold and why, the employee liability information pack dated against the fourteen day currency rule and the twenty eight day deadline, a consultation timetable with real dates on it, a record of who you must inform and how, and a numbered list of what is missing. It will not write your consultation letters as finished documents to send, and it will not tell you whether you can dismiss anybody. Those two things are where the money is lost, they turn on facts no document holds, and they belong to your employment solicitor.

## What it does

1. **Decide first whether what you are selling is a relevant transfer at all, and write the answer down with the reason.** Regulation 3(1)(a) covers "a transfer of an undertaking, business or part of an undertaking or business situated immediately before the transfer in the United Kingdom to another person where there is a transfer of an economic entity which retains its identity", and regulation 3(2) defines that entity as "an organised grouping of resources which has the objective of pursuing an economic activity, whether or not that activity is central or ancillary". Selling the assets, the goodwill, the lease and the trade of a restaurant is that. Selling the shares in the company that runs the restaurant is not, because the employer has not changed and every contract stays exactly where it was. Regulation 3(1)(b) adds the service provision change, which catches an owner who hands a cleaning, delivery or kitchen contract to somebody else, and regulation 3(2A) requires the activities afterwards to be "fundamentally the same as the activities carried out by the person who has ceased to carry them out". Write which limb applies, or write that none does. Every step after this one depends on that single answer, and an owner who gets it wrong does either nothing when a duty existed or a great deal of work that was never needed.

2. **List every person assigned to the grouping that is being sold, and say for each one why they are on the list or off it.** Regulation 4(1) transfers the contract of any person "employed by the transferor and assigned to the organised grouping of resources or employees that is subject to the relevant transfer", and regulation 4(3) fixes the moment as those so employed "immediately before the transfer, or who would have been so employed if he had not been dismissed in the circumstances described in regulation 7(1)". Assignment is not the same as helping out. Build one row per person: name, job title, the site or grouping they work in, hours, the percentage of their time spent on what is being sold, and a one line reason for the decision. The people who cost owners money are the ones in the middle: the bookkeeper who does two sites, the chef who covers a second kitchen on Sundays, the agency cover nobody thinks of as staff. Do this before you build the information pack, because the pack is only as good as the list it runs from.

3. **Record what travels with each person, which is everything, including things you thought had gone away.** Regulation 4(2)(a) transfers "all the transferor's rights, powers, duties and liabilities under or in connection with any such contract", and 4(2)(b) is the one owners do not expect: "any act or omission before the transfer is completed, of or in relation to the transferor in respect of that contract or a person assigned to that organised grouping of resources or employees, shall be deemed to have been an act or omission of or in relation to the transferee". The unpaid holiday, the grievance you closed informally, the pay rise you promised verbally in March, the disciplinary that was never written up: all of it becomes the buyer's, which is precisely why the buyer's solicitor will price it. Record continuous service dates, contractual terms as they actually operate rather than as the handbook describes them, outstanding holiday, any pension obligation, and any live or threatened claim. This file is the honest version, and it is for you and your advisers first.

4. **Write down the objection position and the material detriment position, without inviting either.** Regulation 4(7) means the contract does not transfer for an employee "who informs the transferor or the transferee that he objects to becoming employed by the transferee", and regulation 4(8) is blunt about the result: the transfer "shall operate so as to terminate his contract of employment with the transferor but he shall not be treated, for any purpose, as having been dismissed by the transferor". Separately, regulation 4(9) lets an employee whose transfer "involves or would involve a substantial change in working conditions to the material detriment" of that person treat the contract as terminated and be treated as dismissed. Record, per person, any known objection, and record any change the buyer has already told you they intend to make to hours, site, duties or pay. Do not ask staff whether they intend to object and do not suggest the route to anybody. Recording a fact is preparation. Prompting an answer is a conversation you cannot take back, and it belongs to a named adviser.

5. **Mark the dismissal boundary in the file and then stop at it.** Regulation 7(1) provides that an employee is "to be treated for the purposes of Part 10 of the 1996 Act (unfair dismissal) as unfairly dismissed if the sole or principal reason for the dismissal is the transfer". Regulation 7(2) carves out the case where the reason is "an economic, technical or organisational reason entailing changes in the workforce of either the transferor or the transferee before or after a relevant transfer", and regulation 7(3A) records that "changes in the workforce" includes "a change to the place where employees are employed". That is the whole of what this file says about dismissal. The skill records any dismissal already made or already proposed, with its date and its stated reason, and flags it for the solicitor. It does not assess whether a reason qualifies, it does not draft anything, and it never suggests that trimming the payroll before completion will make the business easier to sell. That suggestion is how an owner converts a sale into a tribunal claim that the buyer inherits under regulation 4(2)(b).

6. **Build the employee liability information pack in the shape regulation 11 lists, and put two dates on it.** Regulation 11(1) requires the seller to notify the buyer of the employee liability information "in writing" or "by making it available to him in a readily accessible form", and regulation 11(2) sets out exactly what it is: the identity and age of the employee; the particulars of employment required by section 1 of the Employment Rights Act 1996; disciplinary action taken against an employee and grievances raised by an employee within the previous two years; any court or tribunal case, claim or action brought within the previous two years or which the seller has reasonable grounds to believe may be brought against the buyer; and any collective agreement that will have effect after the transfer. Two dates govern it. Regulation 11(3): the information "shall contain information as at a specified date not more than fourteen days before the date on which the information is notified". Regulation 11(6): it must be given "not less than 28 days before the relevant transfer". Regulation 11(5) then requires written notification of any change. Work backwards from your completion date and put both dates in the timetable now, because a pack assembled in good time and dated eighteen days before it is sent breaches 11(3) while looking complete. Note separately that this legal duty is not permission to send a buyer your whole staff file or your customer database. The Information Commissioner's Office code says that where a change in organisational structure means you must transfer data to another controller, "you must consider data sharing as part of the due diligence you carry out", and requires you to "establish what data you are transferring", "establish your lawful basis for sharing the data" and "document the data sharing". Regulation 11 tells you what you owe. The ICO code governs everything beyond it.

7. **Fix who the appropriate representatives are, or record that the small employer route applies, using the wording that is in force today.** Regulation 13A applies where, at the time information is due under regulation 13(2), "at least one of the following conditions is satisfied (i) the employer employs fewer than 50 employees; (ii) there are fewer than 10 transferring employees", there are no appropriate representatives within regulation 13(3), and the employer "has not invited any of the affected employees to elect employee representatives". Where it applies, regulation 13A(2) lets the employer comply "as if each of the affected employees were an appropriate representative", which for most independent venues means talking to the staff directly rather than running an election. Read the current wording carefully: the figure of ten now sits on the number of transferring employees, defined in 13A(1A) as those "who are to be (or are likely to be) transferred", and the figure of fifty sits on the size of the business. The heading was substituted with effect from 1 January 2024 by SI 2023/1426. Any adviser, template or online skill still telling you that the direct route is for employers with fewer than ten employees is quoting text that was superseded more than two years ago, and it will send a thirty cover restaurant into an election it did not need.

8. **Lay the information and consultation duty onto a dated timetable, and price the failure in weeks rather than pounds.** Regulation 13(2) requires the employer of affected employees to inform the appropriate representatives of the fact of the transfer, its date or proposed date and the reasons for it; the legal, economic and social implications for affected employees; the measures the employer envisages taking in relation to them, or that no measures are envisaged; and the measures the buyer envisages. Regulation 13(2A) adds "suitable information relating to the use of agency workers", their number, where they work and the type of work they do, which is the line most hospitality sellers miss entirely. Where measures are envisaged, regulation 13(6) turns information into consultation "with a view to seeking their agreement to the intended measures". The duty is to inform long enough before the transfer to allow consultation, not on a fixed number of days, so the timetable must show your own working. Regulation 13(9) preserves a narrow relief where "special circumstances" make a duty not reasonably practicable, and it still requires "all such steps towards performing that duty as are reasonably practicable", so it is a reason to record, never a reason to skip. The cost of getting it wrong is set by regulation 16(3), "such sum not exceeding thirteen weeks' pay for the employee in question as the tribunal considers just and equitable", with a week's pay calculated under sections 220 to 228 of the Employment Rights Act 1996 by regulation 16(4). State that formula in the file against your own headcount. Never state a cash total, because the figure depends on each person's actual pay and is your accountant's calculation, not this document's.

9. **Hand the assembled facts to Codex and let it build the files, count the rows and write the gap list.** Claude hands over the assignment list, the payroll extract, the staff record fields, the completion date, the owner's determination from step 1, the representative decision from step 7 and the dates already fixed. Run it from the folder holding those inputs:

   ```
   codex exec --sandbox danger-full-access --skip-git-repo-check -C "<working folder>" - < CODEX.md
   ```

   What comes back is the determination note, the assignment register, the employee liability information pack with its specified date and its send deadline computed from the completion date, the consultation timetable, the representatives record, and gaps.md. Codex counts and records. It makes no judgement, and any field you did not supply becomes a numbered row in the gap list rather than a plausible looking entry. Read the gap list first, before anything else in the output.

10. **Check every deadline against the real completion date, then send the whole file to your employment solicitor or HR adviser.** Take the completion date from the heads of terms, subtract twenty eight days for the regulation 11 notification, and mark the latest date the specified date in the pack can bear under the fourteen day rule. Then note the enforcement clocks, so that nobody treats completion as the end: under regulation 12 the buyer may complain to an employment tribunal about a regulation 11 failure "before the end of the period of three months beginning with the date of the relevant transfer", with compensation that "shall be not less than GBP 500 per employee in respect of whom the transferor has failed to comply", and under regulation 15(12) a complaint about the information and consultation duty runs for three months from the date the transfer is completed, with the buyer jointly and severally liable with the seller under regulation 15(9) in the circumstances set out there. Date the file, list who has read it, and hand it over. This is the point where a named professional takes it forward and you stop.

## Then it checks

1. The file states which limb of regulation 3 applies, or states that none does, and names the facts it relied on, and no later step contradicts that determination.
2. Every person on the payroll appears exactly once in the assignment register with an assigned or not assigned decision and a written reason, and the count of assigned people matches the count of people in the employee liability information pack.
3. The employee liability information pack carries a specified date that is not more than fourteen days before its planned send date, and that planned send date is not less than twenty eight days before the stated completion date.
4. Every one of the five categories in regulation 11(2) has either an entry or an explicit nil entry for every assigned person, and no category is silently absent.
5. The file records either the names of the appropriate representatives, or a regulation 13A determination that quotes the current wording with both the fewer than 50 employees condition and the fewer than 10 transferring employees condition and states which one is satisfied.
6. The consultation timetable carries real calendar dates worked backwards from the completion date, covers all four limbs of regulation 13(2) plus the agency worker information in 13(2A), and states whether measures are envisaged and therefore whether the regulation 13(6) consultation duty is engaged.

Any check fails: name it, redo that step once. Failed twice: say what is wrong and stop.

## Rules
- Public information only.
- Never invent a fact, a number or a quote.
- Anything sent in someone's name says whose name it is.
- Never state an EBITDA multiple, a turnover multiple, a price per cover or any other valuation benchmark for a single independent UK hospitality business. No published figure exists. Every number in circulation comes from business transfer agents and brokers paid a percentage of the sale, or from firms selling a valuation product. An owner who believes a high borrowed multiple refuses the one fair offer they get and goes back to market looking stale; an owner who believes a low one accepts the first offer and never learns there were two other buyers. Either way somebody else's sales tool made the decision.
- Never draft the consultation letters, the election notice or the staff announcement as finished documents to send. The skill produces the timetable, the content list from regulation 13(2) and 13(2A), and the gap list. What is actually said to staff, and when, is written with the owner's HR adviser or employment solicitor, because a sentence sent to a whole team cannot be withdrawn.
- Never advise on a dismissal, never assess whether a reason is an economic, technical or organisational reason entailing changes in the workforce, and never suggest reducing headcount before completion. Record what has happened or is proposed, with dates, and flag it.
- Never quote the superseded regulation 13A wording. The condition changed with effect from 1 January 2024 and the figure of ten now attaches to transferring employees, not to the size of the business. Any source still saying "fewer than 10 employees" on its own is out of date and must not be relied on.
- Never state a cash total for a protective award or a regulation 12 award. State the formula: up to thirteen weeks' pay per affected employee under regulation 16(3), a week's pay calculated under sections 220 to 228 of the Employment Rights Act 1996, and a floor of GBP 500 per employee under regulation 12. The owner's accountant applies it to the owner's own payroll.
- Never send personal data to a buyer on the strength of the regulation 11 duty alone. Regulation 11 sets the minimum that must be handed over. Anything beyond it, including customer lists and full staff files, is a separate data sharing decision under the ICO code and is recorded as such.
- This output is a working document prepared for the owner's own solicitor, accountant and HR adviser or employment solicitor to check before it is relied on or sent to a buyer. It applies published rules to facts the owner supplied. It is not legal advice, it is not tax advice, it is not a valuation, and it is not a ruling that the sale complies with the Regulations.

## Built from
- The Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246, regulation 3, https://www.legislation.gov.uk/uksi/2006/246/regulation/3, page states it is up to date with all changes known to be in force on or before 21 September 2026, read 23 September 2026: the relevant transfer determination in step 1.
- The Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246, regulation 4, https://www.legislation.gov.uk/uksi/2006/246/regulation/4, page states it is up to date with all changes known to be in force on or before 23 September 2026, read 23 September 2026: the assignment test in step 2, the transfer of liabilities in step 3, and objection and material detriment in step 4.
- The Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246, regulation 7, https://www.legislation.gov.uk/uksi/2006/246/regulation/7, page states it is up to date with all changes known to be in force on or before 23 September 2026, read 23 September 2026: the dismissal boundary in step 5.
- The Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246, regulation 11, https://www.legislation.gov.uk/uksi/2006/246/regulation/11, page states it is up to date with all changes known to be in force on or before 23 September 2026, read 23 September 2026: the content of the employee liability information pack and both dates in step 6.
- The Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246, regulation 12, https://www.legislation.gov.uk/uksi/2006/246/regulation/12, page states it is up to date with all changes known to be in force on or before 23 September 2026, read 23 September 2026: the three month complaint window and the GBP 500 per employee floor in step 10.
- The Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246, regulation 13, https://www.legislation.gov.uk/uksi/2006/246/regulation/13, page states it is up to date with all changes known to be in force on or before 22 September 2026, read 23 September 2026: the four categories of information, the agency worker information and the consultation trigger in step 8.
- The Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246, regulation 13A, https://www.legislation.gov.uk/uksi/2006/246/regulation/13A, page states it is up to date with all changes known to be in force on or before 21 September 2026 and carries a textual amendment note recording that words in the heading were substituted with effect from 1 January 2024 by SI 2023/1426, read 23 September 2026: the small employer route and the current two condition wording in step 7.
- The Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246, regulation 15, https://www.legislation.gov.uk/uksi/2006/246/regulation/15, page states it is up to date with all changes known to be in force on or before 19 September 2026, read 23 September 2026: the three month time limit and joint and several liability in step 10.
- The Transfer of Undertakings (Protection of Employment) Regulations 2006, SI 2006/246, regulation 16, https://www.legislation.gov.uk/uksi/2006/246/regulation/16, page states it is up to date with all changes known to be in force on or before 19 September 2026, read 23 September 2026: the thirteen weeks' pay formula and the sections 220 to 228 calculation in step 8.
- Information Commissioner's Office, "Due diligence when sharing data following mergers and acquisitions", part of the statutory Data sharing: a code of practice, https://ico.org.uk/for-organisations/uk-gdpr-guidance-and-resources/data-sharing/data-sharing-a-code-of-practice/due-diligence/, no publication date shown on the page, read 23 September 2026: the separation between the regulation 11 duty and any wider disclosure of personal data, in step 6 and in the Rules.

# tupe-on-sale

## You are given
The sale itself: the target completion date, and a plain description of exactly what is being sold, whether that is the assets, goodwill, lease and trade of the business, or the shares in the company, or a contract being handed to a new operator. The owner's or their solicitor's determination of which limb of regulation 3 applies, stated as regulation 3(1)(a) transfer of an undertaking, regulation 3(1)(b) service provision change, or not a relevant transfer, together with the reason relied on. The payroll and staff records: every current employee, job title, site or grouping, contracted hours and the percentage of their time spent on what is being sold. The owner's or solicitor's assignment decision for every one of those people, assigned or not assigned, with a written reason for each. What travels with each assigned person: continuous service start date, outstanding holiday, any pension obligation, contractual terms as they actually operate, and any known or threatened tribunal claim, disciplinary action or grievance within the previous two years. Any known objection to the transfer, and any change to hours, site, duties or pay that the buyer has already told the owner they intend to make, per person. Any dismissal already made or already proposed, with its date and its stated reason. The representative position: either the names of elected or existing appropriate representatives, or the owner's or solicitor's determination that the regulation 13A small employer route applies, stated against both of its conditions. Every judgement call, including which limb of regulation 3 applies, who is assigned, whether to dismiss anybody, and which representative route applies, has already been made by the owner or their solicitor and is supplied to you. None of it is yours to make, revisit or second guess.

## Produce
Write into a `./tupe-on-sale-output/` folder:

1. `determination.md` recording, on separate lines and nothing else: what is being sold, copied verbatim from the input; the limb of regulation 3 relied on, stated as exactly one of `regulation 3(1)(a) transfer of an undertaking`, `regulation 3(1)(b) service provision change`, or `not a relevant transfer`; the reason supplied for that conclusion, verbatim; who reached the determination, the owner's name or the named solicitor; and the date the determination was made. Every line names the supplied input it came from.
2. `assignment-register.csv` with these columns in this order: `employee_ref`, `job_title`, `site_or_grouping`, `contracted_hours_per_week`, `percent_time_on_sold_grouping`, `assigned`, `assignment_reason_verbatim`, `decided_by`. `employee_ref` is E001 upward and carries no employee name. `assigned` is exactly `yes` or `no`. Every row with an empty `assignment_reason_verbatim` is a row in `gaps.md`. The count of rows where `assigned` is `yes` is the assigned employee count carried into every later file.
3. `liabilities-and-continuity.csv` with columns: `employee_ref`, `continuous_service_start_date`, `outstanding_holiday_days`, `pension_obligation_verbatim`, `contractual_terms_as_operated_verbatim`, `known_or_threatened_claim_verbatim`, `evidence_supplied`. One row per person marked `assigned` `yes` in `assignment-register.csv`. `evidence_supplied` is `yes` or `no`. Any field supplied blank is recorded as `not supplied` and counted in `gaps.md`.
4. `objection-and-material-detriment.csv` with columns: `employee_ref`, `known_objection`, `objection_date`, `buyer_notified_change_verbatim`, `change_category`, `material_detriment_flagged_by_owner`, `source`. `known_objection` is exactly `yes`, `no` or `not known`. `change_category` is exactly one of `hours`, `site`, `duties`, `pay`, `none supplied`. `material_detriment_flagged_by_owner` is `yes` or `no`, copied from the owner's own flag, never inferred.
5. `dismissal-record.csv` with columns: `employee_ref`, `status`, `date`, `stated_reason_verbatim`, `flagged_for_solicitor`. `status` is exactly `already dismissed` or `proposed`. One row for every dismissal supplied, and no row where none was supplied. `flagged_for_solicitor` is always `yes`.
6. `employee-liability-information.csv` with columns: `employee_ref`, `identity_and_age`, `section_1_particulars`, `disciplinary_and_grievance_last_two_years`, `tribunal_case_claim_or_action`, `collective_agreement`, `specified_date`, `notification_date`, `days_between_specified_and_notification`, `specified_date_meets_14_day_rule`, `notification_date_meets_28_day_rule`, `completeness`. One row per person marked `assigned` `yes`. Each of the five category columns is exactly `supplied`, `none` or `not stated`, matching regulation 11(2)(a) to (e) in that order. `specified_date` is the date the owner states the information is accurate as at. `notification_date` is the planned send date. `days_between_specified_and_notification` is the second date minus the first. `specified_date_meets_14_day_rule` is `yes` where that count is 14 or fewer, otherwise `no`. `notification_date_meets_28_day_rule` is computed by subtracting `notification_date` from the completion date supplied in `determination.md`'s inputs: `yes` where the result is 28 or more, otherwise `no`. `completeness` is `complete` where no category column reads `not stated`, otherwise `incomplete`. Every `not stated` cell and every `no` in either day rule column is a row in `gaps.md`.
7. `consultation-timetable.csv` with columns: `item_ref`, `regulation_13_2_limb`, `description_verbatim`, `information_supplied`, `planned_information_date`, `measures_envisaged`, `consultation_required`, `planned_consultation_start_date`, `planned_consultation_end_date`, `days_before_completion`. `item_ref` is I001 upward. `regulation_13_2_limb` is exactly one of `13(2)(a) fact date and reasons`, `13(2)(b) legal economic and social implications`, `13(2)(c) measures envisaged by transferor`, `13(2)(d) measures envisaged by transferee`, `13(2A) agency worker information`. One row for each of these five limbs, always, whether or not the owner supplied content for it. `information_supplied` is `yes` or `no`. `measures_envisaged` is `yes`, `no` or `not applicable` and is only answered `yes` or `no` on the two measures rows. `consultation_required` is `yes` only where the matching `measures_envisaged` cell reads `yes`, and is `not applicable` on the other three rows. `days_before_completion` is `planned_information_date` subtracted from the completion date. Any row where `information_supplied` is `no`, or where `days_before_completion` is empty or zero or negative, is a row in `gaps.md`.
8. `representatives-record.md` recording, on separate lines: whether named appropriate representatives exist, `yes` or `no`; if `yes`, each representative's role reference and how they came to hold it, copied verbatim, with no employee full name; if `no`, the regulation 13A determination, quoting both conditions in full as supplied, `the employer employs fewer than 50 employees` and `there are fewer than 10 transferring employees`, and stating which one is satisfied, both, or neither; and the source of the determination, the owner's name or the named solicitor. If neither regulation 13A condition is satisfied and no representatives are named, record that as a gap rather than proceeding as if the small employer route applied.
9. `gaps.md`, a numbered list, each item naming the file and row it belongs to, what is missing, and the person or record it concerns. It covers: every `assignment-register.csv` row with no reason; every `not supplied` field in `liabilities-and-continuity.csv`; every `employee-liability-information.csv` category reading `not stated` and every row failing either day rule; every `consultation-timetable.csv` row with `information_supplied` reading `no` or with an empty, zero or negative `days_before_completion`; every dismissal in `dismissal-record.csv`, listed again here as a standing flag for the solicitor rather than a defect; and the `representatives-record.md` gap described above where it arises. End the file with the total item count on its own line.

## Rules
- Codex sorts, counts, computes dates and records what it is given. It never decides which limb of regulation 3 applies, never decides who is assigned, never decides a representative route, and never decides whether to dismiss anybody. All of those were supplied.
- Never draft the consultation letters, the election notice or the staff announcement as finished documents ready to send. Produce the timetable, the content list drawn from regulation 13(2) and 13(2A), and the gap list only. What is actually said to staff is written with the owner's HR adviser or employment solicitor.
- Never advise on a dismissal, never assess whether a stated reason is an economic, technical or organisational reason entailing changes in the workforce, and never suggest that reducing headcount before completion would help. Record the date and the stated reason, and flag it for the solicitor, in every case.
- Never quote the superseded regulation 13A wording. The condition in force today ties the fewer than 10 figure to transferring employees, defined as those who are to be or are likely to be transferred, not to the employer's total headcount. Any input text saying "fewer than 10 employees" on its own, with no reference to transferring employees, is recorded verbatim in `gaps.md` as a possibly superseded figure rather than relied on.
- Never state a cash total for a protective award or a regulation 12 award. Where a figure of that kind is supplied, record it verbatim in `gaps.md` as a borrowed figure with no calculation shown, and state the formula only: up to thirteen weeks' pay per affected employee under regulation 16(3), a week's pay calculated under sections 220 to 228 of the Employment Rights Act 1996, and a floor of GBP 500 per employee under regulation 12(5).
- Never send personal data beyond what regulation 11(2) requires. Do not create any file, column or note that would let a customer list, a full staff file or any data outside the five regulation 11(2) categories travel alongside this output. Where the input includes such extra data, leave it out of every produced file and note its existence in `gaps.md` only as an item for the owner's own data sharing decision under the ICO code.
- Never place an employee's full name, date of birth, national insurance number, home address or bank detail in any output file. Every file uses `employee_ref` only. The key linking a reference to a person stays with the owner.
- Never carry a fact, a date or a reason forward from one file into another without it appearing in the supplied inputs for that file. A figure computed from a supplied date, such as a day count, is not new information and may be calculated; a fact not supplied is never inferred.
- Use British English, GBP written as `GBP` or the pound sign, and DD Month YYYY dates throughout in every prose file. Date columns in CSV files use YYYY-MM-DD for sortability. No em dash characters in any file you write. Any supplied text containing one is recorded verbatim and flagged in `gaps.md`.
- Every quoted reason, description and regulation wording is copied exactly as supplied, including its punctuation and capitalisation.
- Every file ends with this line: this is a working document prepared for the owner's own solicitor, accountant and HR adviser or employment solicitor to check before it is relied on or sent to a buyer. It applies published rules to facts the owner supplied. It is not legal advice, it is not tax advice, it is not a valuation, and it is not a ruling that the sale complies with the Regulations.

## Return
The absolute path of every file written. The row count of every CSV. The relevant transfer determination recorded in `determination.md`, stated in full. The count of employees in `assignment-register.csv` marked `assigned` `yes`, and the count marked `no`. Whether `liabilities-and-continuity.csv` and `employee-liability-information.csv` carry one row for every assigned employee, or the shortfall if not. Whether every row of `employee-liability-information.csv` meets both the 14 day specified date rule and the 28 day notification rule, and the count of rows that fail each one. Whether all five rows of `consultation-timetable.csv` show `information_supplied` `yes`, and which do not. Whether the regulation 13A conditions are met in `representatives-record.md`, and which of the two, or whether named representatives are recorded instead. The count of dismissals recorded in `dismissal-record.csv`, stated as a count and flagged for the solicitor, never assessed. The `gaps.md` total item count from its last line.