Tag and drag (UK) are co-sale and bring-along rights in a UK shareholders’ agreement (SHA) or articles, letting holders sell together or compel minorities to join an exit.

How it works

Drag lets a defined majority (often 75%+) force all shareholders to sell on the same terms to an acquirer—critical for clean sales. Tag (co-sale) lets minorities join a sale when founders or majors sell, pro rata. UK docs differ from US NVCA packs: terms sit in SHA/articles with English law governing notices, completion mechanics, and stamp duty considerations.

BVCA model documents are common templates; counsel still customizes thresholds and exceptions for employee holders.

Why it matters

• Founders: Drag rights prevent one small holder from blocking a bona fide offer; tag protects minorities from silent founder secondaries.
• Investors: Ensure drag/tag align with liquidation waterfall so preferred economics flow correctly on exit.

Common mistake

Copy-pasting US drag-along language without UK corporate formalities—invalid notices can delay HM Revenue and Companies House filings.

Related ideas

Tag-along rights, drag-along, shareholders agreement, and BVCA terms.

When you will see it

UK venture-backed companies use BVCA-style SHAs with tag and drag tailored to English law before and after AIM or main market listings.

Questions to ask

• What drag threshold applies—ordinary majority or 75%?
• Are employee shareholders exempt from drag or tag?
• How do stamp duty and completion mechanics differ from US closes?

Practical takeaway

Treat tag and drag (uk) as something to define precisely in writing—not assume everyone in the room shares the same meaning. In term sheets, board decks, and LP updates, tie the concept to a concrete decision: a vote, a price input, a fund policy, or a metric formula. When definitions drift, teams misprice risk, miss leverage, or waste cycles on the wrong conversation.