3:12 Rules

    New 3:12 Rules from 2026

    From 1 January 2026, Sweden will introduce a new 3:12 regulatory framework. The idea is to make the rules simpler and more uniform – but the outcome will vary depending on the company's salary levels, ownership structure, and whether you own one or several companies.

    5 min read

    In this article we go through

    • What 3:12 is
    • What changes in 2026
    • Winners and losers
    • What you may want to consider already during 2025

    3:12 in brief

    The 3:12 rules govern how dividends and capital gains are taxed for people who own shares in a closely held company (usually a smaller limited company where owners also work in the company).

    • Part of the dividend/capital gain can be taxed as capital income at 20% tax (within your so-called threshold amount).
    • Anything that exceeds the threshold amount is instead taxed as salary (earned income).

    The major change in 2026: one single calculation model

    Today there are two ways to calculate the threshold amount. From 2026 they are merged into a common model. This means you no longer need to choose a method each year.

    • Simplification rule (standard amount)
    • Main rule (salary-based)

    1. The base amount is increased

    • The base amount becomes 4 income base amounts (IBB) per company.
    • For 2026 that corresponds to approximately SEK 322,000 (the exact amount depends on the IBB level for 2026).

    Important:

    Each person can only use a maximum of 4 IBB in total per year, even if they own several companies.

    If you own multiple companies, the base amount must be proportionally allocated between the companies based on ownership share.

    Sole owners and companies that previously used the simplification rule will often receive a higher "minimum" threshold amount.

    2. Salary-based allowance – new deduction, but removed thresholds

    You can still calculate salary-based allowance as 50% of the company's cash salaries (including subsidiaries), allocated according to ownership share.

    But three things change

    a) The salary-withdrawal requirement is removed

    Today you must take out a certain minimum salary to be allowed to use the salary base. That requirement disappears.

    b) New standard deduction: 8 IBB

    From your share of the salary base, a deduction of 8 IBB per shareholder is made (approx. SEK 645,000 at 2026 levels). Spouses share one joint deduction.

    • If the company has low or moderate salaries per owner, the deduction can wipe out the entire salary allowance.
    • If the company has high salaries per owner, the deduction becomes relatively small and affects the allowance less.

    c) The 4% restriction is removed

    Today, owners with less than 4% holding are often not allowed to use the salary base. This restriction is abolished, meaning even small ownership stakes can in principle generate salary-based allowance.

    3. The capital component (cost base) is adjusted

    You may still increase the cost base with interest, but only on the portion that exceeds SEK 100,000.

    Other important changes

    • Saved dividend allowance is no longer indexed. Previously, you received an annual "interest" on saved allowance. Now it remains unchanged nominally.
    • The waiting period ("trädaperiod") is shortened from 5 to 4 years, but only for waiting periods that start in 2026 or later.
    • Simplified subsidiary definition: the civil-law definition applies, which may simplify handling of salaries within a group.
    • K10 must be filed every year for qualified shares, even if no dividend has been paid out.

    Who benefits and who loses?

    The reform is not a pure tax cut, but rather a redistribution.

    Typical winners

    • Sole owners with no or low salaries in the company: the higher base amount gives a larger dividend allowance.
    • Minority shareholders in large partner/consultancy firms (previously blocked by the 4% restriction): they may now obtain a large salary-based allowance.

    Typical losers

    • Multi-owner SMEs with moderate salaries per owner: the 8-IBB deduction may make the salary allowance much smaller or zero.
    • Owners with large saved dividend allowances: no indexation means the value will erode over time.
    • Owners in several companies: must split the base amount between companies, reducing flexibility.

    A rule of thumb for salary allowance

    To obtain a positive salary-based allowance, roughly the following needs to apply: 0.5 × (company salaries × your ownership share) > 8 IBB. Rearranged, a sole owner needs approximately SEK 1.3 million in total salary base for the deduction not to wipe out everything.

    What might be wise to review during 2025?

    Because the 2026 allowance is partly based on 2025 salaries and the ownership structure as of 1 January 2026, it may be worth considering:

    • Calculating how the 8-IBB deduction affects your particular company
    • Reviewing ownership in multiple companies (holding / structure)
    • Planning salary vs. dividend well ahead of 2026

    Summary

    • One method instead of two
    • Higher standard amount but an 8-IBB deduction on salaries
    • Removed thresholds (salary-withdrawal requirement and the 4% restriction)
    • Shorter waiting period, no indexation of saved allowance
    • Mandatory K10 every year

    FAQ – 3:12 from 2026

    What is the purpose of the new 3:12 rules?

    To simplify the system and make it more uniform: one shared calculation instead of two alternative methods.

    Do I still have to choose between the simplification rule and the main rule?

    No. From 2026 there is only one calculation model for the threshold amount.

    Can I use the standard amount in several companies?

    You get a maximum of 4 IBB per person and year in total. If you own several companies, the standard amount must be split between them according to ownership share.

    What happens to the salary base?

    You can calculate using company salaries without a salary-withdrawal requirement, but a standard deduction of 8 IBB per shareholder is made first. For companies with lower salaries per owner, the salary allowance may therefore become small or zero.

    I am a minority shareholder below 4% – does this affect me?

    Yes, positively: the previous 4% restriction is removed, so even smaller ownership stakes can generate salary-based allowance.

    What happens to my saved dividend allowance?

    It remains, but it is no longer indexed. This means the value erodes over time if you do not use it.

    Waiting period/"trädaperiod" – what applies now?

    New waiting periods starting from 2026 become 4 years. If you are already in a waiting period before 2026, the old 5-year rule still applies for that period.

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