How do the Swedish 3:12 rules (fåmansföretagsregler) work?

The 3:12 rules are the cornerstone of tax planning for Swedish AB owners. Named after the original legislation ratios, they determine how much dividend you can take from your own AB at the favourable 20% rate — rather than the normal capital income rate (30%) or employment income rate (up to 52%).

Why do the 3:12 rules exist?

Without special rules, a sole AB owner could convert all their labour income into dividends and pay capital income tax (30%) instead of employment income tax (up to 52% plus employer's 31.42% social contributions on salary). The 3:12 rules set a threshold — the gränsbelopp — for how much of an AB's dividends can be treated as capital income at the preferential 20% rate.

Who do the rules apply to?

The rules apply to shareholders who are both: 1. An owner of qualifying AB shares (andelar i fåmansföretag), AND 2. Active in the company (have worked or work in the company in a meaningful capacity)

A fåmansföretag is a closely held company where 4 or fewer shareholders control more than 50% of the votes. Virtually every sole-founder AB qualifies.

The gränsbelopp — calculating the threshold

Each year, you calculate a gränsbelopp: the maximum amount of dividend taxable at the favourable 20% rate. There are two methods:

Simplified method (schablonregeln): Gränsbelopp = SEK 204,325 (2025 flat amount, updated annually based on SBL/IBB). This is available to any qualifying shareholder regardless of salary paid. Simple, no calculation needed.

Main method (huvudregeln): Gränsbelopp = (9.27% × share acquisition cost basis) + salary-based addition

The salary addition is: 50% × (total wages in the company + related companies exceeding a threshold). For 2025, the total wages must exceed approximately SEK 688,000 + SEK 360,000 (own salary cap) before the salary addition kicks in. Once it does, paying yourself and your employees well significantly increases your gränsbelopp, allowing higher dividends at 20%.

Unused gränsbelopp rolls forward with a 3% annual uplift. So if you do not pay a dividend in 2025, your 2026 gränsbelopp is (prior unused gränsbelopp × 1.03) plus the new year's calculation.

The three dividend tax rates

Dividend within gränsbelopp: 20% flat tax (income of capital, Inkomstslag kapital). This is highly favourable.

Dividend above gränsbelopp (up to the 2/3 cap): 30% capital income tax. Still better than employment income but less advantageous than within the threshold.

Dividend above the 2/3 cap: taxed as employment income (inkomst av tjänst) at the full personal rate up to approximately 52%. This is the punitive bucket the rules are designed to catch excessive dividend extraction.

Capital gains on sale of AB shares

The same three tiers apply to capital gains when you sell qualifying AB shares, using the accumulated gränsbelopp at the time of sale. If you have been rolling forward unused gränsbelopp for many years (common before an exit), you can shelter significant capital gains at the 20% rate.

Filing the K10

Every qualifying AB owner must file the K10 form with their annual personal income tax return (Inkomstdeklaration 1). This applies even in years with no dividend — to roll forward unused gränsbelopp. Failure to file results in no gränsbelopp benefit for that year and loss of the rollforward.

Practical planning

Optimal salary level: to maximise the salary-based gränsbelopp addition, you want to pay yourself a meaningful salary. However, paying too much salary triggers the high marginal rates (52% + employer's 31.42%). Most advisers target a salary level that: (1) maximises the K10 gränsbelopp salary basis, (2) keeps personal income below the statlig skatt threshold (SEK 598,500), and (3) maximises pension entitlements.

Typical strategy: take a salary of approximately SEK 450,000-600,000 (depending on company size and AGM decisions), retain remaining profits in the AB at 20.6%, and pay dividends within the K10 gränsbelopp each year at 20%.