---
title: "What Is Tag and Drag (UK)?"
term: "Tag and Drag (UK)"
description: "In UK venture documents, tag (co-sale) and drag (bring-along) rights mirror US mechanics but follow English law drafting—SHA clauses that force or permit joint sales on exit."
date: 2026-07-25T00:00:00.000Z
updated: 2026-07-25T00:00:00.000Z
topics: ["venture-capital"]
source: https://venturecapitaltracker.com/glossary/tag-and-drag-uk
---

# What Is Tag and Drag (UK)?

> In UK venture documents, tag (co-sale) and drag (bring-along) rights mirror US mechanics but follow English law drafting—SHA clauses that force or permit joint sales on exit.

**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.

## FAQ

### What is tag and drag (uk) in simple terms?

In UK venture documents, tag (co-sale) and drag (bring-along) rights mirror US mechanics but follow English law drafting—SHA clauses that force or permit joint sales on exit. It is a label you will hear in deal conversations, cap tables, and fund marketing—not abstract theory.

### Why does tag and drag (uk) matter?

UK founders and investors use shareholders agreements with tag and drag tailored to English law. Founders and investors both need a shared definition before term sheets, diligence, or exit talks get serious.


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Source: https://venturecapitaltracker.com/glossary/tag-and-drag-uk