The government has presented a legislative proposal with suggested changes to the so-called 3:12 rules - tax regulations that govern how dividends and capital gains are taxed for shareholders in closely held companies. The aim is to simplify the regulations, reduce the administrative burden and make it more advantageous to run a business.
If the proposal is enacted, it will mean lower taxes and simplified calculations for over 60,000 business owners. The legislative changes are proposed to take effect on January 1, 2026.
What are the 3:12 rules?
The 3:12 rules determine how much of a closely held company’s profit can be distributed as dividend income taxed as capital (at 20%) instead of being taxed as salary. Currently, business owners must choose between two methods to calculate their so-called threshold amount: the main rule or the simplification rule, which has been perceived as complicated and unpredictable.
The government proposes the following:
A unified calculation model for the threshold amount
Instead of requiring the business owner to choose between the main rule or the simplification rule, a single model will be introduced. This is intended to make the rules easier to understand and apply.
New basic amount
The new proposal replaces the current simplification rule with a basic amount of four income base amounts per company (322,400 SEK for 2026). The basic amount is distributed among the shareholders in proportion to their ownership shares. Just like the current standard amount, the basic amount determines how much of the dividend can be taxed as capital income at 20% rate.
Simplified rules for salary-based allowance
All shareholders will be able to increase their threshold amount through a salary-based allowance, without the current requirements for personal salary withdrawal or a minimum ownership share. However, when this allowance is calculated, a standard deduction equivalent to an assumed personal salary will be applied. The deduction is proposed to be 644,800 SEK for 2026 (eight income base amounts). The salary base will still be calculated on compensation paid to employees of the company and its subsidiaries.
The salary-based allowance will also continue to be capped at 50 times the salary received from the company by the shareholder or a related party.
What does this mean in practice?
For many small business owners, this could mean both lower taxes and less administration. The new model makes tax outcomes easier to predict and reduces the need for complex calculations and expert assessments.
The legislative changes have not yet been adopted; the proposal will be considered in upcoming budget negotiations. If passed, the new rules will take effect on January 1, 2026.
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