UK SET · Standard form documents for UK self-funded search acquisitions
A common starting point for search acquisitions in the UK.
A set of template legal documents for self-funded searchers acquiring UK private companies, and for the investors who back them. Drafted by UK law firms active in search transactions, with input from the investors who fund them, and written so that neither side begins from the other's precedent.
Why this exists
Every UK search deal renegotiates the same twenty points.
UK venture capital has long had model documents from UK Private Capital (formerly the BVCA). Entrepreneurship through acquisition in the UK has had nothing equivalent. Self-funded searchers arrive at their first deal with no reference point for what a market equity package looks like, and investors write to whatever their last deal happened to say. Each deal ends up settling again questions that the market has, in practice, already answered.
UK SET sets out a structure that experienced UK practitioners recognise, and leaves the genuinely commercial questions open for the parties to decide. It does not tell you what to agree. It tells you what there is to agree, and why each point matters to the party on the other side of it. Because the documents come from established UK law firms, they also give a self-funded searcher a recognised and credible starting point with sellers, brokers and advisers.
It is deliberately neutral. The drafting group includes both investor-side and searcher-side practitioners, and no clause here has been written to favour either. Use it as a starting paper, instruct a lawyer of your choosing, and spend your negotiation on the points that are actually specific to your deal.
The pack
Three documents, one structure.
The three documents are drafted to work together, and all three have been reviewed by the working group.
- 01
Subscription Agreement
PUBLISHEDSets out the terms on which investors subscribe for shares in the acquisition vehicle, and the obligations attaching to their capital commitment.
Edition 1.0 · 5 November 2026
PUBLISHED - 02
Shareholders' Agreement
PUBLISHEDGoverns the relationship between the searcher and the investors following completion, covering governance, consent thresholds and the parties' respective rights and obligations.
Edition 1.0 · 5 November 2026
PUBLISHED - 03
Articles of Association
PUBLISHEDThe company's constitution. Establishes the share classes and the order in which proceeds are distributed on an exit.
Edition 1.0 · 5 November 2026
PUBLISHED
How to use it
A starting paper, not a finished deal.
- 01
Start from the same page
Provide the documents to your counterparty early. Where both sides work from neutral drafting, the negotiation begins with substance rather than with whose precedent to use.
- 02
Settle the open points
The commercial terms are deliberately left open. Agreeing them early means your solicitors can focus on tailoring the documents to your deal.
- 03
Instruct your own adviser
These are templates. Every transaction requires them to be tailored, and nothing here replaces advice from a solicitor acting for you.
The working group
Drafted and reviewed by practitioners on both sides of the table.
The documents were prepared collaboratively and are published without charge. You are under no obligation to instruct any of the firms named here.
DRAFTED BY
REVIEWED AND CONTRIBUTED BY
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Disclaimer
The documents and other content on the UK SET Service (the "Content") are templates drafted by the law firms named on this website, with input from the other firms named on it as contributors (together, the "Contributing Firms"), and made available free of charge by Archimax Global Solutions Ltd ("Archimax") for general information only. They are not legal, financial, tax or investment advice. They are drafted under the law of England and Wales for use by businesses operating in the United Kingdom, have not been prepared with any particular transaction, party or set of circumstances in mind, and will need adapting by a qualified adviser before use. Neither the availability nor the use of the Content creates any solicitor-client or other professional relationship, or any duty of care, between you and Archimax or between you and any Contributing Firm. No Contributing Firm is acting for you in any matter.
You should obtain your own independent legal advice and other professional advice before using any Content or acting on any information on this website, and any reliance you place on it is at your own risk. The Content is provided "as is" and, while reasonable care was taken in preparing it, neither Archimax nor any Contributing Firm promises that it is complete, accurate, up to date or suitable for any particular purpose. To the maximum extent permitted by law, neither Archimax nor any Contributing Firm (nor any of their respective partners, members, directors, employees, agents or consultants) accepts any liability for any loss arising from the use of, or reliance on, the Content or this website. Nothing on this website is a recommendation, offer, inducement or invitation to engage in investment activity. Use of this website and the Content is subject to our Terms of Use.