For owners of closely held Swedish companies, the 3:12 rules decide something very practical: how much of the money in the company can be taken out at 20% tax rather than as salary taxed at the marginal rate. On 1 January 2026 those rules changed more substantially than at any point in the past decade. For most owner-managers the change is favourable, but the calculation now works differently enough that last year’s planning assumptions no longer hold.
What the 3:12 rules do
The rules take their name from what was once chapter 3, section 12 of the Swedish income tax legislation, and they apply to owners of fåmansföretag – closely held companies – who are active in the business to a significant extent. Their shares are described as qualified, and the rules exist to stop what would otherwise be an obvious arbitrage: taking what is really employment income as dividends taxed at a lower rate.
The mechanism is a dividend allowance, the gränsbelopp. Dividends within the allowance are taxed at 20% in the capital income category. Dividends above it are taxed as employment income at the owner’s marginal rate, up to a ceiling, above which the excess returns to capital taxation at 30%. The same logic applies to capital gains when the shares are sold. Unused allowance is carried forward with interest, which is why owners who take no dividends still have a reason to file the calculation each year.
What changed on 1 January 2026
The legislation came into force on 1 January 2026 and applies for the first time to financial years beginning after 31 December 2025. For a company with a calendar financial year, that means the 2026 financial year, reported in the income tax return filed in 2027.
One rule instead of two
The most structural change is that the simplification rule and the main rule are merged into a single method of calculation. Owners no longer choose between a flat standard amount and a salary-based calculation; there is now one rule containing both a base amount and a salary-based component.
A larger base amount
The new base amount is four income base amounts – SEK 322,400 for the 2026 tax year. Under the old simplification rule the standard amount was 2.75 income base amounts. The increase is significant for owners of smaller companies with modest payrolls, who previously relied on the simplification rule.
An important limitation carries over in modified form: the base amount is allocated across the shares in the company and across the individual’s holdings in closely held companies. A person cannot multiply the base amount by holding several companies.
The salary requirement is abolished
This is the change with the widest practical effect. Under the old rules, using the salary-based component required the owner or a close relative to have withdrawn a minimum salary in the preceding year. Miss the threshold, sometimes by a small margin, and the entire salary-based allowance was lost.
That requirement is gone. In its place comes a salary deduction: the salary-based allowance is 50% of the owner’s share of the total cash gross salaries in the company and its subsidiaries, less a deduction of eight income base amounts – SEK 644,800 for 2026 – per owner.
The 4% minimum ownership threshold for using the salary-based allowance is also abolished, which opens the salary-based component to minority owners who were previously excluded.
Interest on the acquisition cost
Owners may now calculate interest only on the part of their acquisition cost that exceeds SEK 100,000. The rate is the government borrowing rate for the year before the income year, plus nine percentage points.
Shorter qualifying period
The waiting periods that determine how long shares remain qualified have been shortened from five years to four. This affects owners winding down their involvement in a business and those holding shares through a passive holding company after a sale.
Practical example: two companies, two outcomes
Consider a sole owner-consultant with no employees and a salary of SEK 700,000. Under the old rules she would typically have used the simplification rule for a standard amount of roughly 2.75 income base amounts. Under the new rules her base amount is SEK 322,400. Her salary base of SEK 700,000 less the deduction of SEK 644,800 leaves SEK 55,200, half of which is SEK 27,600 in salary-based allowance. Her position improves markedly, driven almost entirely by the larger base amount.
Now consider an owner of an agency with fifteen employees and a total payroll of SEK 9 million, of which he is the sole owner. His salary base of SEK 9 million less SEK 644,800 leaves SEK 8.36 million, half of which is roughly SEK 4.18 million in salary-based allowance, on top of the base amount. Crucially, he receives this without needing to satisfy any minimum salary withdrawal – a change that removes both risk and administrative anxiety from his year-end planning.
The pattern is that the reform helps the smallest owners through the larger base amount, and helps payroll-heavy companies by removing the salary requirement, while owners who had built their planning around a high acquisition cost may see the interest component reduced.
Common mistakes company owners make
Assuming the change is retroactive. It is not. The rules apply for financial years beginning after 31 December 2025, and dividends relating to earlier years follow the old regime.
Failing to file the K10 form in years with no dividend. Unused allowance carries forward with interest and is often worth more than the dividend forgone, but only if the calculation has been documented year on year.
Setting up multiple companies to multiply the base amount. The allocation across the individual’s holdings in closely held companies is designed to prevent exactly this, and restructuring for that purpose invites scrutiny.
Cutting salary too far because the salary requirement has gone. Salary still builds pension entitlement, sickness and parental benefits and the salary base itself, and the abolition of the requirement is not an argument for reducing it without a wider calculation.
Overlooking the position of co-owners. Because the salary deduction of eight income base amounts applies per owner, companies with several active owners should model the outcome jointly rather than assuming each owner’s position mirrors the others.
Recommended actions
Recalculate your allowance under the new method before deciding on this year’s salary and dividend split – the ranking of options may have reversed compared with 2025.
Review your accumulated saved allowance and confirm it has been correctly carried forward. Where several owners are involved, model the group position together and revisit any shareholders’ agreement provisions that assume a particular dividend policy.
If you are planning an exit or a generational transfer, revisit the timing in light of the shortened four-year qualifying period. Where a holding company structure is involved, confirm that the intended treatment still follows.
Above all, take advice specific to your circumstances. The 3:12 rules interact with pension planning, employer contributions, group structure and the timing of transactions, and the arithmetic that is optimal for one owner is frequently wrong for another.
Frequently asked questions
When do the new rules first apply?
To financial years beginning after 31 December 2025. For calendar-year companies that is the 2026 financial year, reported in the income tax return filed in 2027.
Is there still a minimum salary I must withdraw?
No. The salary withdrawal requirement has been abolished and replaced by a salary deduction of eight income base amounts applied within the calculation of the salary-based allowance.
What is the base amount for 2026?
Four income base amounts, equal to SEK 322,400 for the 2026 tax year, allocated across the shares in the company and across the individual’s holdings in closely held companies.
Does the 20% rate still apply?
Yes. Dividends within the allowance remain taxed at 20% in the capital income category. What has changed is how the allowance itself is calculated.
Conclusion
The 2026 reform simplifies a set of rules that had become genuinely difficult to navigate, and for most owner-managed companies the direction of travel is positive: a larger base amount, no salary withdrawal requirement, no minimum ownership threshold for the salary-based component, and shorter qualifying periods. But a simpler rule is not the same as an automatic outcome. The optimal split between salary and dividend has moved, and it has moved differently depending on payroll, ownership structure and acquisition cost.
Lawgent advises owners of closely held companies on ownership structure, shareholders’ agreements, generational transfers and exits, working alongside your accountant so that the legal structure supports the tax position rather than undermining it. Get in touch to review how the new 3:12 rules affect your company.
This article is general information and not tax advice. The application of the 3:12 rules depends on individual circumstances – consult your adviser before acting.
